Common use of COVENANTS OF THE FUNDS Clause in Contracts

COVENANTS OF THE FUNDS. Each Fund hereby covenants and agrees with each other Fund as follows: (a) Each Fund will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions, as applicable. (b) Each Fund will call a meeting of its Investors to be held prior to the Closing Date to consider and act upon this Plan and take all other reasonable action necessary to obtain the required Investor approval of the Reorganization contemplated hereby. (c) In connection with Investors’ meeting referred to in subsection (b) above, Master Fund will prepare the Proxy Statement for such meeting, all in compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the 1940 Act. (d) The information to be furnished by the Funds for use in the Proxy Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable hereto. (e) Each of the Funds agrees that by the Closing Date all of its federal and other tax returns and reports required to be filed on or before such date shall have been filed. (f) Each Fund will cooperate with each other Fund in filing any tax return, or amended return, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. Master Fund will retain for a period of ten (10) years following the Closing Date all returns, schedules and work papers and all material records or other documents relating to tax matters of the Registered Feeder Funds’ taxable periods first ending after the Closing Date and for all prior taxable periods. (g) After the Closing Date, Master Fund shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by each Registered Feeder Fund with respect to its final taxable year ending with its complete liquidation and for any prior periods or taxable years and further shall cause such tax returns to be duly filed with the appropriate taxing authorities. Notwithstanding the aforementioned provisions of this subsection, any expenses incurred by a Fund (other than for payment of taxes) in connection with the preparation and filing of said tax returns after the Closing Date shall be borne by such Fund to the extent such expenses have been incurred by such Fund in the ordinary course without regard to the Reorganization; any excess expenses shall be borne by the investment adviser or an affiliate thereof. (h) Following the consummation of the Reorganization, the Master Fund will continue its business as a closed-end management investment company registered under the 1940 Act.

COVENANTS OF THE FUNDS. Each Fund hereby covenants and agrees with each other Fund as follows: (a) Each Fund will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions, as applicable. (b) Each Fund will call a meeting of its Investors to be held prior to the Closing Date to consider and act upon this Plan and take all other reasonable action necessary to obtain the required Investor approval of the Reorganization contemplated hereby. (c) In connection with Investors’ ' meeting referred to in subsection (b) above, Master Fund will prepare the Proxy Statement for such meeting, all in compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended (the “"1934 Act”"), and the 1940 Act. (d) The information to be furnished by the Funds for use in the Proxy Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable hereto. (e) Each of the Funds agrees that by the Closing Date all of its federal and other tax returns and reports required to be filed on or before such date shall have been filed. (f) Each Fund will cooperate with each other Fund in filing any tax return, or amended return, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. Master Fund will retain for a period of ten (10) years following the Closing Date all returns, schedules and work papers and all material records or other documents relating to tax matters of the Registered Feeder Funds’ ' taxable periods first ending after the Closing Date and for all prior taxable periods. (g) After the Closing Date, Master Fund shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by each Registered Feeder Fund with respect to its final taxable year ending with its complete liquidation and for any prior periods or taxable years and further shall cause such tax returns to be duly filed with the appropriate taxing authorities. Notwithstanding the aforementioned provisions of this subsection, any expenses incurred by a Fund (other than for payment of taxes) in connection with the preparation and filing of said tax returns after the Closing Date shall be borne by such Fund to the extent such expenses have been incurred by such Fund in the ordinary course without regard to the Reorganization; any excess expenses shall be borne by the investment adviser or an affiliate thereof. (h) Following the consummation of the Reorganization, the Master Fund will continue its business as a closed-end management investment company registered under the 1940 Act.

COVENANTS OF THE FUNDS. Each Fund Fund, as applicable, hereby covenants and agrees with each other Fund as follows: (a) Each Fund will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions, as applicable. (b) Each Registered Feeder Fund will call a meeting of provide notice to its Investors investors, in connection with any repurchase tender offer made by such Registered Feeder Fund, regarding this Plan and the Conversion and Reorganization contemplated hereby, providing such investors with an opportunity to be held tender their interests in such Registered Feeder Fund for repurchase prior to the Closing Date to consider and act upon this Plan and take all other reasonable action necessary to obtain the required Investor approval of the Reorganization contemplated herebyDate. (c) In connection with Investors’ meeting referred to in subsection (b) above, Master Fund will prepare the Proxy Statement for such meeting, all in compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the 1940 Act. (d) The information to be furnished by the Funds for use in the Proxy Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable hereto. (e) Each of the Funds agrees that by the Closing Date all of its federal and other tax returns and reports required to be filed on or before such date shall have been filed. (fd) Each Fund will cooperate with each other Fund in filing any tax return, or amended return, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. Master Fund will retain for a period of ten (10) years following the Closing Date all returns, schedules and work papers and all material records or other documents relating to tax matters of the Registered Feeder Funds’ taxable periods first ending after the Closing Date and for all prior taxable periods. (ge) After the Closing Date, Master TE Fund shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by each Registered Feeder such Fund with respect to its final taxable year ending with its complete liquidation and for any prior periods or taxable years and further shall cause such tax returns to be duly filed with the appropriate taxing authorities. Notwithstanding Master Fund will retain for a period of ten (10) years following the aforementioned provisions Closing Date all returns, schedules and work papers and all material records or other documents relating to tax matters of this subsection, any expenses incurred by a Fund (other than for payment of taxes) in connection with the preparation and filing of said tax returns TE Fund's taxable periods first ending after the Closing Date shall be borne by such Fund to the extent such expenses have been incurred by such Fund in the ordinary course without regard to the Reorganization; any excess expenses shall be borne by the investment adviser or an affiliate thereofand for all prior taxable periods. (hf) Following the consummation of the Tax Conversion and Reorganization, the Master Fund, TI 1 Fund and TI 2 Fund will each continue its business as a closed-end management investment company registered under the 1940 Act.

COVENANTS OF THE FUNDS. Each Fund Fund, as applicable, hereby covenants and agrees with each other Fund as follows: (a) Each Fund will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions, as applicable. (b) Each Registered Feeder Fund will call a meeting of provide notice to its Investors investors, in connection with any repurchase tender offer made by such Registered Feeder Fund, regarding this Plan and the Conversion and Reorganization contemplated hereby, providing such investors with an opportunity to be held tender their interests in such Registered Feeder Fund for repurchase prior to the Closing Date to consider and act upon this Plan and take all other reasonable action necessary to obtain the required Investor approval of the Reorganization contemplated herebyDate. (c) In connection with Investors’ meeting referred to in subsection (b) above, Master Fund will prepare the Proxy Statement for such meeting, all in compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the 1940 Act. (d) The information to be furnished by the Funds for use in the Proxy Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable hereto. (e) Each of the Funds agrees that by the Closing Date all of its federal and other tax returns and reports required to be filed on or before such date shall have been filed. (fd) Each Fund will cooperate with each other Fund in filing any tax return, or amended return, determining a liability for taxes or a right to a refund of taxes or participating in or conducting any audit or other proceeding in respect of taxes. Master Fund will retain for a period of ten (10) years following the Closing Date all returns, schedules and work papers and all material records or other documents relating to tax matters of the Registered Feeder Funds’ taxable periods first ending after the Closing Date and for all prior taxable periods. (ge) After the Closing Date, Master TE Fund shall prepare, or cause its agents to prepare, any federal, state or local tax returns required to be filed by each Registered Feeder such Fund with respect to its final taxable year ending with its complete liquidation and for any prior periods or taxable years and further shall cause such tax returns to be duly filed with the appropriate taxing authorities. Notwithstanding Master Fund will retain for a period of ten (10) years following the aforementioned provisions Closing Date all returns, schedules and work papers and all material records or other documents relating to tax matters of this subsection, any expenses incurred by a Fund (other than for payment of taxes) in connection with the preparation and filing of said tax returns TE Fund’s taxable periods first ending after the Closing Date shall be borne by such Fund to the extent such expenses have been incurred by such Fund in the ordinary course without regard to the Reorganization; any excess expenses shall be borne by the investment adviser or an affiliate thereofand for all prior taxable periods. (hf) Following the consummation of the Tax Conversion and Reorganization, the Master Fund, TI 1 Fund and TI 2 Fund will each continue its business as a closed-end management investment company registered under the 1940 Act.