Common use of Covenants of the Fund and the Adviser Clause in Contracts

Covenants of the Fund and the Adviser. The Fund and the Adviser hereby jointly and severally covenant and agree with the Dealer Manager that: 2.1 The Fund will: (a) use commercially reasonable efforts to cause the Registration Statement and any subsequent amendments thereto to become effective as promptly as possible; (b) promptly advise the Dealer Manager (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Prospectus, and (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective; (c) timely file every amendment or supplement to the Registration Statement or the Prospectus that may be required by the Commission or under the Securities Act; and (d) promptly notify the Dealer Manager if at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, and, to the extent the Fund determines that such action is in its best interest, the Fund will use its commercially reasonable efforts to obtain the lifting of such order at the earliest possible time. 2.2 In addition to and apart from the Prospectus, the Fund intends to furnish to all appropriate regulatory agencies and use printed sales literature or other materials in connection with the Offering prepared by the Fund, the Adviser or the Dealer Manager. Such printed sales literature or other materials prepared by the Fund, the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Fund in writing and all appropriate regulatory agencies, are referred to hereinafter as the “Authorized Sales Materials.” In the event that the Fund uses printed materials in connection with the Offering prepared by the Fund, the Adviser or the Dealer Manager that is intended for “broker-dealer use only,” the Dealer Manager shall use such “broker-dealer use only” materials in accordance with Section 4.3 below. 2.3 The Fund will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number of printed copies of the Registration Statement, including all amendments and exhibits thereto, as the Dealer Manager may reasonably request. The Fund will similarly furnish to the Dealer Manager and Selected Dealers designated by the Dealer Manager as many copies as the Dealer Manager may reasonably request in connection with the Offering of the Offered Shares of: (a) the Prospectus in preliminary and final form and every form of supplement to or post-effective amendment to the Prospectus; and (b)

Covenants of the Fund and the Adviser. The Fund and the Adviser hereby Adviser, jointly and severally severally, covenant and agree with the Dealer Manager Jones that: 2.1 (x) The Fund will: will promptly advise Jones (ai) use commercially reasonable efforts when, xxxxxg any period that a prospectus relating to cause the offer or sale of Placement Shares is required to be delivered under the Securities Act, any amendment to the Registration Statement and any subsequent amendments thereto to affecting the Placement Shares shall have become effective as promptly as possible; (b) promptly advise the Dealer Manager (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commissioneffective, (ii) of any request by the time and date of Commission for any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Prospectus, and (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective; (c) timely file every amendment or supplement to the Registration Statement or the Prospectus that may be required Prospectus, or for any additional information, affecting or in respect of the Placement Shares, (iii) of the issuance by the Commission or under the Securities Act; and (d) promptly notify the Dealer Manager if at of any time the Commission shall issue any stop order suspending the effectiveness of the Registration StatementStatement affecting the Placement Shares or the institution or threatening of any proceeding for that purpose, and (iv) the receipt by the Fund of any notification with respect to the suspension of the qualification of the Placement Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Fund will not file any amendment to the Registration Statement affecting the Placement Shares or any supplement to the Prospectus affecting the Placement Shares unless the Fund has furnished Jones with a copx xxx its review prior to filing, and will not file any such proposed amendment or supplement affecting the Placement Shares to which Jones reasonably xxxxcts, in any event until after the end of the period during which a prospectus is required to be delivered to purchasers of the Placement Shares under the Securities Act. Subject to the foregoing sentence, the Fund will cause the Prospectus Supplement to be transmitted to the Commission for filing pursuant to Rule 497 under the Securities Act. The Fund will use its best efforts to prevent the issuance of any order suspending the effectiveness of the Registration Statement affecting the Placement Shares and, if issued, to obtain as soon as possible the withdrawal thereof. The Fund will timely file the requisite copies of the Prospectus with the Commission pursuant to Rule 497(c) or Rule 497(h) under the Securities Act, whichever is applicable or, if applicable, will timely file the certification permitted by Rule 497(j) under the Securities Act and will advise Jones of the timx xxx manner of such filing. (b) During any period in which a Prospectus relating to the extent Placement Shares is required to be delivered by Jones under the Xxxxxities Act with respect to a pending sale of the Placement Shares, the Fund determines that will comply so far as it is able with all requirements imposed upon it by the Securities Act and the Investment Company Act, as from time to time in force, so far as necessary to permit the continuance of sales of the Placement Shares during such action period in accordance with the provisions hereof and the Prospectus, and will file with the Commission and the NYSE all documents pursuant to the Securities Act and the Investment Company Act in the manner and within the time periods required by the Securities Act and the Investment Company Act. If during such period any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus to comply with the Securities Act, the Fund will promptly notify Jones to suspend xxx offering of Placement Shares during such period and the Fund will promptly amend or supplement the Registration Statement or Prospectus so as to correct such statement or omission or effect such compliance. (c) During any period in its best interestwhich the Prospectus relating to the Placement Shares is required to be delivered by Jones under the Xxxxxities Act with respect to a pending sale of the Placement Shares, the Fund will use its commercially reasonable best efforts to obtain cause the lifting Placement Shares to be listed on the NYSE and to qualify, if necessary, the Placement Shares for sale under the securities laws of such order at United States jurisdictions as Jones reasonably xxxxgnates and to continue such qualifications in effect so long as required for the earliest possible timedistribution of the Placement Shares; provided, however, that the Fund shall not be required in connection therewith to qualify as a foreign corporation or dealer in securities, file a general consent to service of process in any jurisdiction, or meet any other requirement in connection with this Section 7(c) deemed by the Fund to be unduly burdensome. 2.2 In addition to and apart from (d) As soon as practicable, but in no event later than the Prospectuslast day of the 18th full calendar month following the calendar quarter in which the effective date of the Registration Statement falls, the Fund intends will make generally available to furnish its security holders an earnings statement, which need not be audited, which earnings statement shall satisfy the provisions of Section 11(a) and Rule 158 of the Securities Act. (e) The Fund agrees to pay all appropriate regulatory agencies costs, fees and use printed sales literature or other materials expenses incurred in connection with performance of its obligations hereunder and in connection with the Offering prepared by transactions contemplated under this Agreement, including, without limitation, (i) all expenses incident to the Fundissuance and delivery of the Placement Shares (including all printing and engraving costs), (ii) all fees and expenses of the Adviser or registrar and transfer agent of the Dealer Manager. Such printed sales literature or other materials prepared by the FundShares, the Adviser or the Dealer Manager(iii) all necessary issue, provided that the use of said sales literature transfer and other materials has been approved for use by the Fund in writing and all appropriate regulatory agencies, are referred to hereinafter as the “Authorized Sales Materials.” In the event that the Fund uses printed materials stamp taxes in connection with the Offering prepared issuance and sale of the Placement Shares, (iv) all reasonable fees and expenses of the Fund's counsel and the Fund's independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts) and the Prospectus, and all amendments and supplements thereto and this Agreement, (vi) all filing fees, distribution fees, attorneys' fees and expenses incurred by the FundFund or Jones in connectxxx xith qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Placement Shares for offer and sale under the state securities or blue sky laws, including, if requested by Jones, the prepaxxxxxn by counsel for Jones and printixx xx a "Blue Sky Survey" or other memorandum, and any supplements thereto, advising Jones of such quxxxxxcations, registrations and exemptions, (vii) the fees and expenses associated with listing the Placement Shares on the NYSE, (viii) the filing fees incident to, and the reasonable fees and disbursements of counsel to Jones in connectxxx xith, the review by FINRA of the terms of the sale of the Placement Shares, (ix) the reasonable fees and expenses of counsel for Jones (provided xxxx fees and expenses shall not exceed $25,000 in connection with the preparation and execution of this Agreement and the preparation and filing of the initial Prospectus Supplement dated as of the date hereof relating to the Placement Shares and providing the services described in clauses (vi) and (viii) above), and (x) all other fees, costs and expenses incident to the performance by the Fund of its obligations hereunder. Except as provided in Section 7(e)(ix) above with respect to Jones (collectivxxx, the "REIMBURSABLE AMOUNTS"), the aggregate amount of any discount, commission or other compensation to be paid by the Fund to Jones in connectxxx xith Jones' performanxx xx its obligations under this Agreement shall be as set forth on Schedule 2 attached hereto (or as otherwise agreed to in writing as set forth in the Placement Notice). The Fund shall pay to Jones the Reimbuxxxxxe Amounts in addition to such discount, commissions and other compensation payable to Jones as contempxxxxx by Schedule 2 (or as otherwise agreed to in writing as set forth in the Placement Notice). The Adviser or the Dealer Manager that is intended for “broker-dealer use only,” the Dealer Manager shall use such “broker-dealer use only” materials in accordance with Section 4.3 belowagrees to pay all costs, fees and expenses of its counsel. 2.3 (f) The Fund will use the Net Proceeds as described in the Prospectus. (g) The Fund will, at no expense to any time during the Dealer Manager, furnish the Dealer Manager with such number term of printed copies of the Registration Statement, including all amendments and exhibits theretothis Agreement, as the Dealer Manager may reasonably request. supplemented from time to time, advise Jones immediatelx xxxer it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to Jones pursuant tx xxxs Agreement. (h) The Fund will similarly furnish cooperate with any due diligence review conducted by Jones or its agexxx, including, without limitation, providing information and making available documents and senior corporate officers, as Jones may reasonxxxx request; provided, however, that the Fund shall be required to make available documents and senior corporate officers only (i) at the Fund's principal offices and (ii) during the Fund's ordinary business hours. The parties acknowledge that the due diligence review contemplated by this Section 7(h) will include during the term of this Agreement (x) a bring-down diligence conference among Jones and certaix xxxicers of the Fund's operations or legal departments upon the issuance by the Fund of a Placement Notice and (y) a quarterly diligence conference to occur within three business days following the Fund's filing of each of its annual and semi-annual reports on Form N-CSR and N-CSRS, respectively (the "REPORTS"), and quarterly schedule of investments whereby the Fund and the Adviser will make their senior corporate officers, including portfolio managers, available to address certain diligence inquiries of Jones and will pxxxxxe such additional information and documents as Jones may reasonxxxx request; provided, however that, notwithstanding anything to the Dealer Manager and Selected Dealers designated by contrary in this Section 7(h), the Dealer Manager as many copies as the Dealer Manager may reasonably request Fund's portfolio managers shall not be required to participate with respect to quarterly diligence conferences to be held in connection with the Offering filing of the Offered Fund's quarterly schedule of investments. (i) The Fund agrees that on such dates as the Securities Act shall require, the Fund will (i) file a Prospectus Supplement with the Commission under Rule 497 under the Securities Act, which Prospectus Supplement will set forth, within the relevant period, the amount of Placement Shares of: sold through Jones, the Net Pxxxxxds to the Fund and the compensation payable by the Fund to Jones with respexx xx such Placement Shares, and (aii) deliver such number of copies of each such Prospectus Supplement to each exchange or market on which such sales were effected as may be required by the rules or regulations of such exchange or market. (j) During the term of this Agreement, each time the Fund (i) files the Prospectus relating to the Placement Shares (ii) amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement (other than a Prospectus Supplement filed in preliminary accordance with Section 7(i) of this Agreement), or (iii) files a Report (to the extent not already covered by subsection (i) or (ii) of this Section 7(j)), the Fund and final the Adviser shall furnish Jones with a cerxxxxxate, in the form attached hereto as Exhibit 7(j). (Each date contemplated in subsections (i), (ii) and every form (iii) of supplement this Section 7(j) is referred to herein as a "REPRESENTATION DATE"). With respect to post-effective amendments to the Registration Statement contemplated by this Section 7(j), if the Fund is not otherwise permitted to rely on Rule 486(b) regarding the effective date of a post-effective amendment, the Representation Date shall be the date the Commission declares such amendment effective and all Representation Date deliveries relating thereto which are required by Section 7 shall be delivered on or as promptly as practicable following the date of effectiveness of such amendment. If the Fund is permitted to rely on Rule 486(b) in connection with the filing of a post-effective amendment, then the Representation Date shall be the date such post-effective amendment is filed with the Commission. (k) Except as otherwise provided in the last sentence of this Section 7(k), on the date hereof and thereafter as of each Representation Date, the Fund shall cause to be furnished to Jones with a wrixxxx opinion of Chapman and Cutlxx XXX (the "XXXX COUNSEL"), dated the Representation Date, in substantially the form attached hereto as Exhibit 7(k)(1), but modified, as necessary, to relate to the ProspectusRegistration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinion, counsel may furnish Jones with a letxxx xo the effect that Jones may rely ox x xrior opinion delivered under this Section 7(k) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and (bthe Prospectus as amended or supplemented at such Representation Date). Insofar as any opinion of Fund Counsel relates to or is dependent upon matters governed by Massachusetts law, Fund Counsel will be permitted to rely on the opinion of Bingham McCutchex XXX. Ix xxx xxxnt that a Representation Date is triggered by the filing of a Report, only the opinion identified in Exhibit 7(k)

Covenants of the Fund and the Adviser. The In further consideration of the agreements of the Underwriters herein contained, the Fund and the Adviser hereby Adviser, jointly and severally severally, covenant and agree with the Dealer Manager thateach Underwriter as follows: 2.1 The Fund will: (a) use commercially reasonable efforts to cause the Registration Statement To notify you immediately, and any subsequent amendments thereto to become effective as promptly as possible; (b) promptly advise the Dealer Manager confirm such notice in writing, (i) of the receipt institution of any comments of, or requests for additional or supplemental information from, proceedings pursuant to Section 8(e) of the Commission, Investment Company Act and (ii) of the time and date happening of any filing event during the period mentioned in Section 7(h) below which in the judgment of the Fund makes any post-effective amendment to statement in the Notification, the Registration Statement or any amendment or supplement to the Time of Sale Prospectus, and (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective; (c) timely file every amendment or supplement to the Registration Statement Omitting Prospectus or the Prospectus that may be required by untrue in any material respect or which requires the Commission making of any change in or under addition to the Securities Act; and (d) promptly notify Notification, the Dealer Manager if Registration Statement, the Time of Sale Prospectus, any Omitting Prospectus or the Prospectus in order to make the statements therein not misleading in any material respect. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, and, Statement or an order pursuant to Section 8(e) of the extent the Fund determines that such action is in its best interestInvestment Company Act, the Fund will use its commercially make every reasonable efforts effort to obtain the lifting withdrawal of such order at the earliest possible timemoment. 2.2 In addition (b) To furnish to you, without charge, three signed copies of each of the Notification and apart from the Registration Statement (including exhibits thereto) and for delivery to each other Underwriter a conformed copy of each of the Notification and the Registration Statement (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 10:00 A.M. (New York City time) on the business day next succeeding the date of this Agreement and during the period mentioned in Section 7(h) below, as many copies of the Time of Sale Prospectus, Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. (c) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, the Fund intends to furnish to all appropriate regulatory agencies you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 497 of the Rules and Regulations any prospectus required to be filed pursuant to such Rule. (d) To furnish to you a copy of each proposed Omitting Prospectus to be prepared by or on behalf of, used by, or referred to by the Fund and not to use printed sales literature or other materials refer to any proposed Omitting Prospectus to which you reasonably object. (e) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus materially conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer materially conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (f) The Fund will use the net proceeds received by it from the sale of the Shares in the manner specified in the Time of Sale Prospectus under the caption “Use of Proceeds.” (g) The Fund and the Adviser will not take any action designed to cause or result in the manipulation of the price of any security of the Fund to facilitate the sale of Shares in violation of the Acts or the Exchange Act and the applicable Rules and Regulations, or the securities or Blue Sky laws of the various states and foreign jurisdictions in connection with the Offering prepared offer and sale of Shares. (h) If, during such period after the first date of the public offering of the Shares that, in the opinion of counsel for the Underwriters, the Prospectus is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not, in the opinion of counsel for the Underwriters, misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Fund) to which Shares may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Adviser or the Dealer Manager. Such printed sales literature or other materials prepared by the Fund, the Adviser or the Dealer Manager, provided Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with law. (i) To use its reasonable best efforts to comply with the requirements of said sales literature Subchapter M of the Code to qualify as a regulated investment company under the Code and other materials has been approved to maintain such qualification as a regulated investment company. (j) To use its reasonable best efforts to qualify the Shares for use by offer and sale under the Fund in writing and all appropriate regulatory agenciessecurities or Blue Sky laws of such jurisdictions as you shall reasonably request; provided, are referred to hereinafter as the “Authorized Sales Materials.” In the event however, that the Fund uses printed materials shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. (k) To make generally available to the Fund’s security holders and to you as soon as practicable an earning statement covering a period of at least twelve months beginning with the first fiscal quarter of the Fund occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the Rules and Regulations, including Rule 158, of the Commission thereunder. (l) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of the obligations of the Fund and the Adviser under this Agreement, including: (i) the fees, disbursements and expenses of the Fund’s counsel and the Fund’s accountants in connection with the Offering prepared by registration and delivery of the FundShares under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Notification, the Adviser or the Dealer Manager that is intended for “broker-dealer use only,” the Dealer Manager shall use such “broker-dealer use only” materials in accordance with Section 4.3 below. 2.3 The Fund will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number of printed copies of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, and any Omitting Prospectus prepared by or on behalf of, used by, or referred to by the Fund and amendments and supplements to any of the foregoing, including all amendments printing costs associated therewith, and exhibits thereto, as the Dealer Manager may reasonably request. The Fund will similarly furnish mailing and delivering of copies thereof to the Dealer Manager Underwriters and Selected Dealers designated by dealers, in the Dealer Manager as many copies as quantities hereinabove specified, (ii) all costs and expenses related to the Dealer Manager may reasonably request transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky memorandum in connection with the Offering offer and sale of the Offered Shares of: under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 7(j) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky memorandum, (aiv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by FINRA, (v) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Shares and all costs and expenses incident to listing the Shares on the New York Stock Exchange, (vi) the Prospectus cost of printing certificates, if any, representing the Shares, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Fund relating to investor presentations on any “road show” undertaken in preliminary connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with production of road show slides and final form graphics, fees and every form expenses of supplement to or post-effective amendment any consultants engaged in connection with the road show presentations with the prior approval of the Fund, travel and lodging expenses of the representatives and officers of the Fund and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the document production charges and expenses associated with printing this Agreement and (x) all other costs and expenses incident to the Prospectus; performance of the obligations of the Fund hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 8 entitled “Indemnity and Contribution” and the last paragraph of Section 10 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make. (b)m) The Fund will not declare or pay any dividend or other distribution on any of the Common Shares unless a holder of such Common Shares that was not a holder of record until the close of business on November 26, 2012 would be entitled to receive the full amount thereof. (n) The Fund will comply with all applicable securities and other applicable laws, rules and regulations, including, without limitation, the Xxxxxxxx-Xxxxx Act, and will use its reasonable best efforts to cause the Fund’s trustees and officers, in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the Xxxxxxxx-Xxxxx Act.

Covenants of the Fund and the Adviser. (a) The Fund covenants and the Adviser hereby jointly and severally covenant and agree agrees with the Dealer Manager that: 2.1 (i) The Fund will: will (aA) use commercially reasonable efforts to cause prepare and timely file with the Commission under Rule 497(b) and (h) of the Rules and Regulations a Prospectus and SAI containing any information previously omitted at the time of the effectiveness of the Registration Statement and any subsequent amendments thereto to become effective as promptly as possible; (b) promptly advise the Dealer Manager (i) in reliance on Rule 430A of the receipt of Rules and Regulations and (B) will not file any comments of, or requests for additional or supplemental information from, the Commission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Prospectus, Prospectus or the SAI of which the Dealer Manager shall not previously have been advised and furnished with a copy or to which the Dealer Manager shall have reasonably objected in writing or which is not in compliance with the Rules and Regulations. (iiiii) The Fund will advise the Dealer Manager promptly of any request of the time and date that any post-effective Commission for amendment to the Registration Statement becomes effective; (c) timely file every amendment or supplement to of the Registration Statement or for supplement to the Prospectus that may be required or for any additional information, or of the issuance by the Commission or under the Securities Act; and (d) promptly notify the Dealer Manager if at any time the Commission shall issue of any stop order suspending the effectiveness of the Registration StatementStatement or the use of the Prospectus or any order under Section 8(e) of the Investment Company Act or of the institution of any proceedings for those purposes, and, to the extent the Fund determines that such action is in its best interest, and the Fund will use its commercially reasonable best efforts to obtain prevent the lifting issuance of such order at the earliest possible time. 2.2 In addition to and apart from the Prospectus, the Fund intends to furnish to all appropriate regulatory agencies and use printed sales literature any orders preventing or other materials in connection with the Offering prepared by the Fund, the Adviser or the Dealer Manager. Such printed sales literature or other materials prepared by the Fund, the Adviser or the Dealer Manager, provided that suspending the use of said sales literature the Prospectus or the SAI and other materials has been approved for use by to obtain as soon as possible the lifting thereof, if issued. (iii) The Fund in writing and all appropriate regulatory agencieswill deliver to, are referred to hereinafter as upon the “Authorized Sales Materials.” In the event that the Fund uses printed materials in connection with the Offering prepared by the Fundorder of, the Adviser or the Dealer Manager that during the period when delivery of a Prospectus is intended for “broker-dealer use only,” required under the Dealer Manager shall use such “broker-dealer use only” materials in accordance with Section 4.3 below. 2.3 The Fund willSecurities Act, at no expense to the Dealer Manager, furnish the Dealer Manager with such number of printed as many copies of the Registration StatementProspectus and SAI in final form, including all amendments and exhibits theretoor as thereafter amended or supplemented, as the Dealer Manager may reasonably request. The Fund will similarly furnish deliver to the Dealer Manager at or before the date hereof, one signed copy of the Registration Statement and Selected Dealers designated by all amendments thereto, including all exhibits filed therewith, and will deliver to the Dealer Manager as many such number of copies of the Registration Statement, but without exhibits, and of all amendments thereto, as the Dealer Manager may reasonably request request. (iv) If, during the period in connection which a prospectus is required by law to be delivered by the Fund or a Soliciting Dealer, any event shall occur as a result of which, in the judgment of the Fund or in the opinion of counsel for the Dealer Manager, it becomes necessary to amend or supplement the Prospectus or SAI in order to make the statements therein, in the light of the circumstances existing at the time the Prospectus is delivered, not misleading, or if it is necessary at any time to amend or supplement the Prospectus or SAI to comply with any law, the Fund promptly will prepare and file with the Offering Commission an appropriate amendment or supplement to the Prospectus or SAI so that the Prospectus or SAI as so amended or supplemented will not, in the light of the Offered Shares of: (a) circumstances when it is so delivered, be misleading, or so that the Prospectus or SAI will comply with such law. (v) The Fund will cooperate with the Dealer Manager in preliminary endeavoring to qualify the Shares for sale under the securities laws of such jurisdictions as the Dealer Manager may reasonably have designated in writing and final form will make such applications, file such documents, and every form furnish such information as may be reasonably required for that purpose; provided, however, that the Fund shall not be required to qualify as a foreign corporation or to file a general consent to service of supplement process in any jurisdiction where it is not now so qualified or required to file such a consent. The Fund will, from time to time, prepare and file such statements, reports and other documents as are or post-effective amendment may be required to continue such qualifications in effect during the Subscription Period. (vi) The Fund will not, directly or indirectly, (A) take any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Fund to facilitate the sale or resale of the Shares, or (B) (1) sell, bid for, purchase, or pay anyone any compensation for soliciting purchases of, the Shares or (2) pay or agree to pay to any person any compensation for soliciting another to purchase any other securities of the Fund, except as contemplated by this Agreement or the Fund's dividend reinvestment plan or as disclosed in writing to the Prospectus; Dealer Manager. (vii) The Fund will make generally available to its security holders, as soon as it is practicable to do so, but in any event not later than 60 days after the close of the period covered thereby, an earnings statement covering a period of at least twelve consecutive months beginning after the effective date of the Registration Statement, which earnings statement shall satisfy the requirements of Section 11(a) of the Securities Act and Rule 158 thereunder. (b)) The Adviser covenants and agrees with the Dealer Manager that it will not, directly or indirectly, (i) take any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Fund to facilitate the sale or resale of Shares, or (ii) (A) sell, bid for, purchase, or pay anyone any compensation for soliciting purchases of, the Shares or (B) pay or agree to pay to any person any compensation for soliciting another to purchase any other securities of the Fund, except as contemplated by this Agreement or the Fund's dividend reinvestment plan or as disclosed in writing to the Dealer Manager.

Covenants of the Fund and the Adviser. The In further consideration of the agreements of the Underwriters herein contained, the Fund and the Adviser hereby Adviser, jointly and severally severally, covenant and agree with the Dealer Manager thateach Underwriter as follows: 2.1 The Fund will: (a) use commercially reasonable efforts to cause the Registration Statement To notify you promptly, and any subsequent amendments thereto to become effective as promptly as possible; (b) promptly advise the Dealer Manager confirm such notice in writing, (i) of the receipt institution of any comments of, or requests for additional or supplemental information from, proceedings pursuant to Section 8(e) of the Commission, Investment Company Act and (ii) of the time and date happening of any filing event during the period mentioned in Section 7(h) below which in the judgment of the Fund makes any post-effective amendment to statement in the Notification, the Registration Statement the Time of Sale Prospectus, any Omitting Prospectus or the Prospectus untrue in any amendment material respect or supplement which requires the making of any change in or addition to the Notification, the Registration Statement, the Time of Sale Prospectus, any Omitting Prospectus or the Prospectus in order to make the statements therein not misleading in any material respect (in the case of the Time of Sale Prospectus, any Omitting Prospectus or the Prospectus, and (iii) in light of the time and date that any post-effective amendment to the Registration Statement becomes effective; (c) timely file every amendment or supplement to the Registration Statement or the Prospectus that may be required by the Commission or circumstances under the Securities Act; and (d) promptly notify the Dealer Manager if which such statement was made). If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, and, Statement or an order pursuant to Section 8(e) of the extent the Fund determines that such action is in its best interestInvestment Company Act, the Fund will use its commercially make every reasonable efforts effort to obtain the lifting withdrawal of such order at the earliest possible timemoment. 2.2 In addition (b) To furnish to you, without charge, three signed copies of each of the Notification and apart from the Registration Statement (including exhibits thereto) and for delivery to each other Underwriter a conformed copy of each of the Notification and the Registration Statement (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 10:00 A.M. (New York City time) on the business day next succeeding the date of this Agreement and during the period mentioned in Section 7(h) below, as many copies of the Time of Sale Prospectus, Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request. (c) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, the Fund intends to furnish to all appropriate regulatory agencies you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 497 of the Rules and Regulations any prospectus required to be filed pursuant to such Rule. (d) To furnish to you a copy of each proposed Omitting Prospectus to be prepared by or on behalf of, used by, or referred to by the Fund and not to use printed sales literature or other materials refer to any proposed Omitting Prospectus to which you reasonably object. (e) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order that the Time of Sale Prospectus not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law. (f) The Fund will use the net proceeds received by it from the sale of the Shares in the manner specified in the Registration Statement, the Time of Sale Prospectus and the Prospectus. (g) The Fund and the Adviser will not take any action designed to cause or result in the manipulation of the price of any security of the Fund to facilitate the sale of Shares in violation of the Acts or the Exchange Act and the applicable Rules and Regulations, or the securities or Blue Sky laws of the various states in connection with the Offering prepared offer and sale of Shares. (h) If, during such period after the first date of the public offering of the Shares as in the opinion of counsel for the Underwriters the Prospectus is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Fund) to which Shares may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law. (i) To use its best efforts to maintain the Fund’s qualification as a regulated investment company under Subchapter M of the Code. (j) To endeavor to qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as is required by applicable law. (k) To make generally available to the Fund’s security holders and to you as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Fund occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the Rules and Regulations, including Rule 158, of the Commission thereunder. (l) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of the obligations of the Fund and the Adviser or under this Agreement, including: (i) the Dealer Manager. Such printed sales literature or other materials prepared by fees, disbursements and expenses of the Fund, ’s counsel and the Adviser or the Dealer Manager, provided that the use of said sales literature and other materials has been approved for use by the Fund in writing and all appropriate regulatory agencies, are referred to hereinafter as the “Authorized Sales Materials.” In the event that the Fund uses printed materials Fund’s accountants in connection with the Offering prepared by registration and delivery of the FundShares under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Notification, the Adviser or the Dealer Manager that is intended for “broker-dealer use only,” the Dealer Manager shall use such “broker-dealer use only” materials in accordance with Section 4.3 below. 2.3 The Fund will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number of printed copies of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, and any Omitting Prospectus prepared by or on behalf of, used by, or referred to by the Fund and amendments and supplements to any of the foregoing, including all amendments printing costs associated therewith, and exhibits thereto, as the Dealer Manager may reasonably request. The Fund will similarly furnish mailing and delivering of copies thereof to the Dealer Manager Underwriters and Selected Dealers designated by dealers, in the Dealer Manager as many copies as quantities hereinabove specified, (ii) all costs and expenses related to the Dealer Manager may reasonably request transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky memorandum in connection with the Offering offer and sale of the Offered Shares of: under state securities laws and all expenses in connection with the qualification, if any, of the Shares for offer and sale under state securities laws as provided in Section 7(j) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by FINRA, which fees and disbursements of counsel to the Underwriters shall not exceed $30,000 in the aggregate, (v) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Shares and all costs and expenses incident to listing the Shares on the New York Stock Exchange, (vi) the costs and charges of any transfer agent, registrar or depositary, (vii) the costs and expenses of the Fund relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Fund, travel and lodging expenses of the representatives and officers of the Fund and any such consultants, and the cost of any aircraft chartered in connection with the road show, (viii) the document production charges and expenses associated with printing this Agreement and (ix) all other costs and expenses incident to the performance of the obligations of the Fund hereunder for which provision is not otherwise made in this Section. The Fund and the Adviser agree that the Fund will pay the foregoing costs and expenses incident to the performance of the obligations of the Fund under this Agreement to the extent such costs and expenses (other than the sales load), together with the organizational expenses of the Fund, do not exceed, in the aggregate, $0.02 per Share sold under this Agreement, and the Adviser agrees to (a) pay all organizational expenses of the Prospectus in preliminary Fund and final form and every form of supplement to or post-effective amendment pay all the foregoing offering costs incident to the Prospectus; performance of the obligations of the Fund under this Agreement (other than the sales load) that, together with the organizational expenses of the Fund, exceed, in the aggregate, $0.02 per Share sold under this Agreement and (b)) pay the foregoing costs and expenses incident to the performance of the obligations of the Adviser under this Agreement. In addition, the Adviser agrees to pay an amount equal to $0.025 per Share sold under this Agreement to Xxxxxx Xxxxxxx & Co. LLC, on behalf of the Underwriters, on the Closing Date or Option Closing Date, as applicable. It is understood, however, that except as provided in this Section, Section 8 entitled “Indemnity and Contribution” and the last paragraph of Section 10 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make. (m) The Fund will not declare or pay any dividend or other distribution on any of the Common Shares unless a holder of such Common Shares that was not a holder of record until the close of business on January [ ], 2018 would be entitled to receive the full amount thereof.

Covenants of the Fund and the Adviser. The Fund and the Adviser hereby Adviser, jointly and severally severally, covenant and agree with the Dealer Manager Xxxxx that: 2.1 The Fund will: (a) use commercially reasonable efforts The Fund will promptly advise Xxxxx (i) when, during any period that a prospectus relating to cause the offer or sale of Placement Shares is required to be delivered under the Securities Act, any amendment to the Registration Statement and any subsequent amendments thereto to affecting the Placement Shares shall have become effective as promptly as possible; (b) promptly advise the Dealer Manager (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commissioneffective, (ii) of any request by the time and date of Commission for any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Prospectus, and (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective; (c) timely file every amendment or supplement to the Registration Statement or the Prospectus that may be required Prospectus, or for any additional information, affecting or in respect of the Placement Shares, (iii) of the issuance by the Commission or under the Securities Act; and (d) promptly notify the Dealer Manager if at of any time the Commission shall issue any stop order suspending the effectiveness of the Registration StatementStatement affecting the Placement Shares or the institution or threatening of any proceeding for that purpose, and (iv) the receipt by the Fund of any notification with respect to the suspension of the qualification of the Placement Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Fund will not file any amendment to the Registration Statement affecting the Placement Shares or any supplement to the Prospectus affecting the Placement Shares unless the Fund has furnished Xxxxx with a copy for its review prior to filing, and will not file any such proposed amendment or supplement affecting the Placement Shares to which Xxxxx reasonably objects, in any event until after the end of the period during which a prospectus is required to be delivered to purchasers of the Placement Shares under the Securities Act. Subject to the foregoing sentence, the Fund will cause the Prospectus Supplement to be transmitted to the Commission for filing pursuant to Rule 497 under the Securities Act. The Fund will use its best efforts to prevent the issuance of any order suspending the effectiveness of the Registration Statement affecting the Placement Shares and, if issued, to obtain as soon as possible the withdrawal thereof. The Fund will timely file the requisite copies of the Prospectus with the Commission pursuant to Rule 497(c) or Rule 497(h) under the Securities Act, whichever is applicable or, if applicable, will timely file the certification permitted by Rule 497(j) under the Securities Act and will advise Xxxxx of the time and manner of such filing. (b) During any period in which a Prospectus relating to the extent Placement Shares is required to be delivered by Xxxxx under the Securities Act with respect to a pending sale of the Placement Shares, the Fund determines that will comply so far as it is able with all requirements imposed upon it by the Securities Act and the Investment Company Act, as from time to time in force, so far as necessary to permit the continuance of sales of the Placement Shares during such action period in accordance with the provisions hereof and the Prospectus, and will file with the Commission and the NYSE all documents pursuant to the Securities Act and the Investment Company Act in the manner and within the time periods required by the Securities Act and the Investment Company Act. If during such period any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus to comply with the Securities Act, the Fund will promptly notify Xxxxx to suspend the offering of Placement Shares during such period and the Fund will promptly amend or supplement the Registration Statement or Prospectus so as to correct such statement or omission or effect such compliance. (c) During any period in its best interestwhich the Prospectus relating to the Placement Shares is required to be delivered by Xxxxx under the Securities Act with respect to a pending sale of the Placement Shares, the Fund will use its commercially reasonable best efforts to obtain cause the lifting Placement Shares to be listed on the NYSE and to qualify, if necessary, the Placement Shares for sale under the securities laws of such order at United States jurisdictions as Xxxxx reasonably designates and to continue such qualifications in effect so long as required for the earliest possible timedistribution of the Placement Shares; provided, however, that the Fund shall not be required in connection therewith to qualify as a foreign corporation or dealer in securities, file a general consent to service of process in any jurisdiction, or meet any other requirement in connection with this Section 7(c) deemed by the Fund to be unduly burdensome. 2.2 In addition (d) The Fund will make generally available to its security holders as soon as practicable, but in any event not later than 15 months after the end of the Fund’s current fiscal quarter, an earnings statement covering a 12-month period that satisfies the provisions of Section 11(a) of the Securities Act. (e) The Fund agrees to pay all costs, fees and apart from the Prospectus, the Fund intends to furnish to all appropriate regulatory agencies expenses incurred in connection with performance of its obligations hereunder and use printed sales literature or other materials in connection with the Offering prepared by transactions contemplated under this Agreement, including, without limitation, (i) all expenses incident to the issuance and delivery of the Placement Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Placement Shares, (iv) all fees and expenses of the Fund, the Adviser or the Dealer Manager. Such printed sales literature or other materials prepared by ’s counsel and the Fund, the Adviser ’s independent public or the Dealer Manager, provided that the use of said sales literature certified public accountants and other materials has been approved for use advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts) and the Prospectus, and all amendments and supplements thereto and this Agreement, (vi) all filing fees, distribution fees, attorneys’ fees and expenses incurred by the Fund in writing connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Placement Shares for offer and sale under the state securities or blue sky laws or any other country, including, if requested by Xxxxx, the preparation by counsel for Xxxxx and printing of a “Blue Sky Survey,” an “International Blue Sky Survey” or other memorandum, and any supplements thereto, advising Xxxxx of such qualifications, registrations and exemptions, (vii) the fees and expenses associated with listing the Placement Shares on the NYSE, (viii) the filing fees incident to the review by FINRA of the terms of the sale of the Placement Shares, and (ix) all appropriate regulatory agenciesother fees, are referred costs and expenses incident to hereinafter as the “Authorized Sales Materials.” In the event that performance by the Fund uses printed materials of its obligations hereunder. Notwithstanding anything to the contrary in this Agreement, the Fund will not be responsible for legal fees incurred by Xxxxx in connection with Xxxxx’ obligations under this Agreement, including without limitation the negotiation of this Agreement. The aggregate amount of any discount, commission, expense reimbursement or other compensation to be paid by the Fund to Xxxxx in connection with Xxxxx’ performance of its obligations under this Agreement shall be as set forth on Schedule 2 attached hereto. The Adviser agrees to pay all costs, fees and expenses of its counsel. (f) The Fund will use the Net Proceeds as described in the Prospectus. (g) During either the pendency of any Placement Notice given hereunder, or any period in which the Prospectus relating to the Placement Shares is required to be delivered by Xxxxx, the Fund shall provide Xxxxx notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any Shares (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Shares, warrants or any rights to purchase or acquire Shares; provided, that such notice shall not be required in connection with the Offering prepared by (i) issuance or sale of Shares, options to purchase Shares issuable upon the Fundexercise of options, (ii) the Adviser issuance or sale of Shares pursuant to the Dividend Reinvestment Plan, or (iii) any Shares issuable upon conversion of securities or the Dealer Manager that is intended for “broker-dealer use only,” the Dealer Manager shall use such “broker-dealer use only” materials exercise of warrants, options or other rights in accordance with Section 4.3 beloweffect or outstanding. 2.3 (h) The Fund will, at no expense any time during the term of this Agreement, as supplemented from time to time, advise Xxxxx immediately after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to Xxxxx pursuant to this Agreement. (i) The Fund will cooperate with any due diligence review conducted by Xxxxx or its agents, including, without limitation, providing information and making available documents and senior corporate officers, as Xxxxx may reasonably request; provided, however, that the Fund shall be required to make available documents and senior corporate officers only (i) at the Fund’s principal offices and (ii) during the Fund’s ordinary business hours. The parties acknowledge that the due diligence review contemplated by this Section 7(i) will include during the term of this Agreement (i) a bring-down diligence conference among Xxxxx and certain officers of the Fund’s operations or legal departments upon the issuance by the Fund of a Placement Notice and (ii) a quarterly diligence conference to occur within three business days following the Fund’s filing of each of its annual and semi-annual reports and quarterly schedule of investments whereby the Fund will make its senior corporate officers, including portfolio managers, available to address certain diligence inquiries of Xxxxx and will provide such additional information and documents as Xxxxx may reasonably request. (j) The Fund agrees that on such dates as the Securities Act shall require, the Fund will (i) file a Prospectus Supplement with the Commission under Rule 497 under the Securities Act, which Prospectus Supplement will set forth, within the relevant period, the amount of Placement Shares sold through Xxxxx, the Net Proceeds to the Dealer ManagerFund and the compensation payable by the Fund to Xxxxx with respect to such Placement Shares, furnish the Dealer Manager with and (ii) deliver such number of printed copies of each such Prospectus Supplement to each exchange or market on which such sales were effected as may be required by the rules or regulations of such exchange or market. (k) During the term of this Agreement, each time the Fund files the Prospectus relating to the Placement Shares or amends or supplements the Registration StatementStatement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, including all amendments sticker, or supplement (other than a Prospectus Supplement filed in accordance with Section 7(j) of this Agreement), each of the Fund and exhibits theretothe Adviser shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(k). (Each date of filing of a Prospectus is referred to herein as the “Representation Date.”) (l) On the date hereof and thereafter as of each Representation Date, the Fund shall cause to be furnished to Xxxxx with a written opinion of Xxxx, Xxxx & Xxxxx LLP (the “Fund Counsel”), dated the Representation Date, in substantially the form attached hereto as Exhibit 7(l)(1) (for the filing of the initial Prospectus relating to the Placement Shares), and Exhibit 7(l)(2) (for subsequent dates), but modified, as necessary, to relate to the Dealer Manager Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinion, counsel may reasonably requestfurnish Xxxxx with a letter to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(l) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). Insofar as any opinion of Fund Counsel relates to or is dependent upon matters governed by Delaware law, Fund Counsel will be permitted to rely on the opinion of Morris, Nichols, Arsht & Xxxxxxx LLP. (m) On the date hereof and thereafter as of each Representation Date, the Adviser shall cause to be furnished to Xxxxx with a written opinion of Xxxxxxxx & Xxxxx LLP (the “Adviser Counsel”), dated the Representation Date, in substantially the form attached hereto as Exhibit 7(m)(1) (for the filing of the initial Prospectus relating to the Placement Shares), and Exhibit 7(m)(2) (for subsequent dates), but modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinion, counsel may furnish Xxxxx with a letter to the effect that Xxxxx may rely on a prior opinion delivered under this Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). (n) On the date hereof and thereafter as of each Representation Date, or any period in which the Prospectus relating to the Placement Shares is required to be delivered by Xxxxx, each time that the Registration Statement is amended or the Prospectus supplemented to include additional amended financial information the Fund shall cause its independent accountants to furnish Xxxxx letters (the “Comfort Letters”), dated the date of each Representation Date, in form and substance satisfactory to Xxxxx, (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter. (o) Each Placement Notice issued by the Fund to Xxxxx shall be deemed to be an affirmation that the representations and warranties made by it in this Agreement are true and correct in all material respects at the time such Placement Notice is issued, and that the Fund has complied in all material respects with all of the agreements to be performed by it hereunder at or prior to such time. (p) The Fund (including its agents and representatives, other than Xxxxx in its capacity as such) will not make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder, except by means of the Prospectus. (q) The Fund will similarly furnish comply with all requirements imposed upon it by the Securities Act, the Exchange Act and the Investment Company Act as from time to time in force, so far as necessary to permit the continuance of sales of, or dealings in, the Placement Shares as contemplated by the provisions hereof and the Prospectus. (r) Without the written consent of Xxxxx, the Fund will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Shares (other than the Placement Shares offered pursuant to the Dealer Manager and Selected Dealers designated by provisions of this Agreement) or securities convertible into or exchangeable for Shares, warrants or any rights to purchase or acquire, Shares during the Dealer Manager as many copies as period beginning on the Dealer Manager may reasonably request in connection with the Offering of the Offered Shares of: fifth (a5th) the Prospectus in preliminary and final form and every form of supplement to or post-effective amendment Trading Day immediately prior to the Prospectus; date on which any Placement Notice is delivered to Xxxxx hereunder and (b)ending on the fifth