Common use of Covenants of the Trust Clause in Contracts

Covenants of the Trust. The Trust covenants and agrees with the Dealer Manager that: a. The Trust will promptly advise the Dealer Manager of the receipt of any material comments of, or requests for additional or supplemental information from, the SEC to the extent that the Trust expects such comments or requests will have a Material Adverse Effect on the Trust or the Shares and of any proposed amendment or supplement to the Private Placement Memorandum. Prior to amending or supplementing the Private Placement Memorandum, the Trust shall furnish to the Dealer Manager for its review, a reasonable period of time prior to the proposed use thereof, a copy of each such proposed amendment or supplement. The Trust will file and amend a Form D in accordance with the rules and regulations of the Securities Act. b. The Trust will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number of printed copies of the Private Placement Memorandum, including all amendments and exhibits thereto, and the Authorized Sales Materials as the Dealer Manager may reasonably request. The Trust will similarly furnish to the Dealer Manager and Participating Broker-Dealers designated by the Dealer Manager as many copies of the following documents as the Dealer Manager may reasonably request in connection with the sale of Shares: (a) the Private Placement Memorandum, including all amendments and exhibits thereto; and (b) any other Authorized Sales Materials. c. The Trust will use its commercially reasonable efforts to (a) qualify the Shares for sale under, or to establish the exemption of the sale of the Shares from qualification or registration under, the applicable state securities laws, or the applicable laws of any non-U.S. jurisdiction, designated in Schedule II hereto (the “Qualified Jurisdictions”) and (b) maintain such qualifications or exemptions in effect throughout the Offering. In connection therewith, the Trust will prepare and file all such reports as may be required by the securities regulatory authorities in the Qualified Jurisdictions in which the Shares have been sold, provided that the Dealer Manager shall have provided the Trust with any information required for such filings or reports that is in the Dealer Manager’s possession. The Trust will notify the Dealer Manager promptly following each date of (i) the effectiveness of qualification or exemption of Shares in any additional jurisdiction in which the sale of Shares has been authorized by appropriate state regulatory authorities; and (ii) a change in the status of the qualification or exemption of the Shares in any jurisdiction in any respect. The Trust will file and obtain clearance of the Authorized Sales Materials only to the extent required by FINRA or applicable state securities laws. The Trust will furnish to the Dealer Manager a copy of such papers filed by the Trust in connection with any such qualification. d. If at any time when a Private Placement Memorandum is delivered to a potential investor any event occurs as a result of which, in the opinion of either the Trust or the Dealer Manager, the Private Placement Memorandum would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Trust will promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and will effect the preparation of an amended or supplemental Private Placement Memorandum that will correct such statement or omission. e. The Trust is conducting the offering of Shares as a private placement and shall not take any action that (i) causes the offering of the Shares to lose any exemption from registration with the SEC provided by Section 4(a)(2) of the Securities Act and/or any regulations promulgated thereunder or (ii) causes the offering of Shares to lose its exemption from registration provided by Rule 506(b) of Regulation D under the Securities Act. f. The Trust will operate in a manner so as to enable the Trust to qualify to be taxed as a REIT under the Code, for each taxable year during which it elects to be treated as a REIT under the Code; provided, however, that at the discretion of the Trust’s board of trustees, it may elect to not be so treated.

Covenants of the Trust. The Trust covenants and agrees with each of the Dealer Manager thatPurchasers: a. The Trust will (i) To prepare the Offering Circular in a form approved by you; to advise you reasonably promptly advise the Dealer Manager of the receipt of any material comments of, proposal to amend or requests for additional or supplemental information from, the SEC supplement any Offering Circular and to the extent that the Trust expects make no such comments or requests will have a Material Adverse Effect on the Trust or the Shares and of any proposed amendment or supplement without the prior written approval of the Initial Purchasers, which shall not be unreasonably withheld, conditioned or delayed; (ii) Promptly from time to time to take such action as you may reasonably request to qualify the Private Placement Memorandum. Prior Securities for offering and sale under the securities laws of such jurisdictions as you may request and to amending or supplementing comply with such laws so as to permit the Private Placement Memorandumcontinuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities; provided that, in connection therewith the Trust shall not be required to qualify as a foreign trust or association or to file a general consent to service of process or subject itself to any income tax in any jurisdiction; (iii) To furnish to the Dealer Manager for its reviewPurchasers with written and electronic copies of the Offering Circular in New York City in such quantities as you may reasonably request, a reasonable period of and if, at any time prior to the proposed use thereof, a copy earlier of each such proposed amendment or supplement. The Trust will file and amend a Form D in accordance with nine months after the rules and regulations date of the Securities Act. b. The Trust will, at no expense to Offering Circular or the Dealer Manager, furnish the Dealer Manager with such number of printed copies of the Private Placement Memorandum, including all amendments and exhibits thereto, and the Authorized Sales Materials as the Dealer Manager may reasonably request. The Trust will similarly furnish to the Dealer Manager and Participating Broker-Dealers designated by the Dealer Manager as many copies of the following documents as the Dealer Manager may reasonably request in connection with the sale of Shares: (a) the Private Placement Memorandum, including all amendments and exhibits thereto; and (b) any other Authorized Sales Materials. c. The Trust will use its commercially reasonable efforts to (a) qualify the Shares for sale under, or to establish the exemption completion of the sale of the Shares from qualification or registration under, the applicable state securities laws, or the applicable laws of any non-U.S. jurisdiction, designated in Schedule II hereto (the “Qualified Jurisdictions”) and (b) maintain such qualifications or exemptions in effect throughout the Offering. In connection therewith, the Trust will prepare and file all such reports as may be required Securities by the securities regulatory authorities in the Qualified Jurisdictions in which the Shares have been soldPurchasers, provided that the Dealer Manager any event shall have provided the Trust with any information required for such filings or reports that is in the Dealer Manager’s possession. The Trust will notify the Dealer Manager promptly following each date of (i) the effectiveness of qualification or exemption of Shares in any additional jurisdiction in which the sale of Shares has been authorized by appropriate state regulatory authorities; and (ii) a change in the status of the qualification or exemption of the Shares in any jurisdiction in any respect. The Trust will file and obtain clearance of the Authorized Sales Materials only to the extent required by FINRA or applicable state securities laws. The Trust will furnish to the Dealer Manager a copy of such papers filed by the Trust in connection with any such qualification. d. If at any time when a Private Placement Memorandum is delivered to a potential investor any event occurs occurred as a result of which, in which the opinion of either the Trust Offering Circular as then amended or the Dealer Manager, the Private Placement Memorandum supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were mademade when such Offering Circular is delivered, not misleading, or, if for any other reason it shall be necessary or desirable during such same period to amend or supplement the Trust will promptly Offering Circular, to notify the Dealer Manager thereof (unless the information shall have been received you and upon your request to prepare and furnish without charge to each Purchaser and to any dealer in securities as many written and electronic copies as you may from the Dealer Manager) and will effect the preparation time to time reasonably request of an amended Offering Circular or supplemental Private Placement Memorandum that a supplement to the Offering Circular which will correct such statement or omission.omission or effect such compliance; e. The Trust is conducting (iv) During the offering of Shares as a private placement period beginning from the date hereof and shall not take any action that (i) causes continuing to and including the offering date 60 days after the date of the Shares Offering Circular (the “Lock-Up Period”), not to lose offer, sell, contract to sell, pledge, grant any exemption from registration with option to purchase, make any short sale or otherwise dispose, except as provided hereunder, of any Securities or any other securities that are substantially similar to the SEC provided by Section 4(a)(2) Securities, including but not limited to any options or warrants to purchase Securities or any securities that are convertible into or exchangeable for, or that represent the right to receive, Securities or any such substantially similar securities without the prior written consent of the Securities Act and/or any regulations promulgated thereunder or (ii) causes the offering of Shares to lose its exemption from registration provided by Rule 506(b) of Regulation D under the Securities Act. f. The Trust will operate in a manner so as to enable the Trust to qualify to be taxed as a REIT under the Code, for each taxable year during which it elects to be treated as a REIT under the CodeRepresentative; provided, however, that at the discretion restrictions in this Section 5(a)(iv) shall not apply to the issuance and sale of Securities by the Trust pursuant to this Agreement; (v) At any time when the Trust is not subject to Section 13 or 15(d) of the Trust’s board Exchange Act, for the benefit of trusteesholders from time to time of Securities, to furnish at its expense, upon request, to holders of Securities and prospective purchasers of securities information (the “Additional Issuer Information”) satisfying the requirements of subsection (d)(4)(i) of Rule 144A under the Act; (vi) To use the net proceeds received by it from the sale of the Securities pursuant to this Agreement in the manner specified in the Pricing Disclosure Package under the caption “Use of Proceeds”; (vii) The Trust will not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that could be integrated with the sale of the Securities in a manner which would require the registration under the Act of the Securities; (viii) The Trust will not, and will not permit any persons acting on their behalf to, (1) engage in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) in connection with the offering of the Securities or (2) engage in any manner in a public offering within the meaning of Section 4(a)(2) of the Act; provided, however, for the avoidance of the doubt, that the Trust may elect make any filings with the Commission required under the Investment Company Act; (ix) The Trust will use its best efforts to not permit the Securities to be so treatedeligible for clearance and settlement through The Depository Trust Company; and (x) The Trust will file a registration statement on Form N-2 with the Commission within three months after the filing of its notification of registration on Form N-8A, as provided in Rule 8b-5 under the Investment Company Act.

Covenants of the Trust. (a) The Trust covenants to operate business of the Acquired Fund as presently conducted between the date hereof and agrees with the Dealer Manager that:Closing. a. (b) The Trust undertakes that the Acquired Fund will not acquire the shares of beneficial interest of the Decatur Equity Income Fund for the purpose of making distributions thereof other than to the Acquired Fund's shareholders. (c) The Trust covenants that by the Closing, all of the Acquired Fund's federal and other Tax returns and reports required by law to be filed on or before such date shall have been filed and all federal and other Taxes shown as due on said returns shall have either been paid or adequate liability reserves shall have been provided for the payment of such Taxes. (d) The Trust will promptly advise at the Dealer Manager Closing provide the Acquiring Trust with: (1) A statement of the receipt respective tax basis of any material comments ofall investments to be transferred by the Acquired Fund to the Decatur Equity Income Fund. (2) A copy (which may be in electronic form) of the shareholder ledger accounts including, or requests for additional or supplemental information fromwithout limitation, the SEC name, address and taxpayer identification number of each shareholder of record, the number of shares of beneficial interest held by each shareholder, the dividend reinvestment elections applicable to each shareholder, and the backup withholding and nonresident alien withholding certifications, notices or records on file with the Acquired Fund with respect to each shareholder, for all of the shareholders of record of the Acquired Fund's shares as of the Close of Business on the Valuation Date, who are to become holders of the Decatur Equity Income Fund as a result of the transfer of assets that is the subject of this Agreement, certified by its transfer agent or its President or its Vice-President to the extent that the Trust expects such comments or requests will have a Material Adverse Effect on the Trust or the Shares best of their knowledge and belief. (e) The Board of any proposed amendment or supplement to the Private Placement Memorandum. Prior to amending or supplementing the Private Placement Memorandum, Trustees of the Trust shall furnish to call and the Dealer Manager for its reviewTrust shall hold, a reasonable period Special Meeting of the Acquired Fund's shareholders to consider and vote upon this Agreement (the "Special Meeting") and the Trust shall take all other actions reasonably necessary to obtain approval of the transactions contemplated herein. The Trust agrees to mail to each shareholder of record entitled to vote at the Special Meeting at which action on this Agreement is to be considered, in sufficient time prior to the proposed use comply with requirements as to notice thereof, a copy Combined Proxy Statement and Prospectus that complies in all material respects with the applicable provisions of each such proposed amendment or supplement. The Trust will file Section 14(a) of the 1934 Act, and amend a Form D in accordance with Section 20(a) of the 1940 Act, and the rules and regulations promulgated thereunder. (f) The Trust shall supply to the Acquiring Trust, at the Closing, the statement of the Securities Act. b. The Trust will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number assets and liabilities described in Section 4(e) of printed copies of the Private Placement Memorandum, including all amendments and exhibits thereto, and the Authorized Sales Materials as the Dealer Manager may reasonably request. The Trust will similarly furnish to the Dealer Manager and Participating Broker-Dealers designated by the Dealer Manager as many copies of the following documents as the Dealer Manager may reasonably request this Agreement in connection conformity with the sale of Shares: (a) the Private Placement Memorandum, including all amendments and exhibits thereto; and (b) any other Authorized Sales Materialsrequirements described in such Section. c. The Trust will use its commercially reasonable efforts to (a) qualify the Shares for sale under, or to establish the exemption of the sale of the Shares from qualification or registration under, the applicable state securities laws, or the applicable laws of any non-U.S. jurisdiction, designated in Schedule II hereto (the “Qualified Jurisdictions”) and (b) maintain such qualifications or exemptions in effect throughout the Offering. In connection therewith, the Trust will prepare and file all such reports as may be required by the securities regulatory authorities in the Qualified Jurisdictions in which the Shares have been sold, provided that the Dealer Manager shall have provided the Trust with any information required for such filings or reports that is in the Dealer Manager’s possession. The Trust will notify the Dealer Manager promptly following each date of (i) the effectiveness of qualification or exemption of Shares in any additional jurisdiction in which the sale of Shares has been authorized by appropriate state regulatory authorities; and (ii) a change in the status of the qualification or exemption of the Shares in any jurisdiction in any respect. The Trust will file and obtain clearance of the Authorized Sales Materials only to the extent required by FINRA or applicable state securities laws. The Trust will furnish to the Dealer Manager a copy of such papers filed by the Trust in connection with any such qualification. d. If at any time when a Private Placement Memorandum is delivered to a potential investor any event occurs as a result of which, in the opinion of either the Trust or the Dealer Manager, the Private Placement Memorandum would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Trust will promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and will effect the preparation of an amended or supplemental Private Placement Memorandum that will correct such statement or omission. e. The Trust is conducting the offering of Shares as a private placement and shall not take any action that (i) causes the offering of the Shares to lose any exemption from registration with the SEC provided by Section 4(a)(2) of the Securities Act and/or any regulations promulgated thereunder or (ii) causes the offering of Shares to lose its exemption from registration provided by Rule 506(b) of Regulation D under the Securities Act. f. The Trust will operate in a manner so as to enable the Trust to qualify to be taxed as a REIT under the Code, for each taxable year during which it elects to be treated as a REIT under the Code; provided, however, that at the discretion of the Trust’s board of trustees, it may elect to not be so treated.

Covenants of the Trust. The Trust covenants and agrees with each of the Dealer Manager thatInitial Purchasers as follows: a. The Trust will promptly advise (i) Until the Dealer Manager later of (i) the completion of the receipt distribution of any material comments of, or requests for additional or supplemental information from, the SEC to Securities by the extent that Initial Purchasers and (ii) the Trust expects such comments or requests will have a Material Adverse Effect on the Trust or the Shares and of any proposed amendment or supplement to the Private Placement Memorandum. Prior to amending or supplementing the Private Placement MemorandumFirst Closing Date, the Trust will not amend or supplement the Pricing Disclosure Package or the Final Circular or otherwise distribute or refer to any written communication (as defined under Rule 405 under the Act) that constitutes an offer to sell or a solicitation of an offer to buy the Securities (other than the Pricing Disclosure Package or the Final Circular) unless the Representatives shall furnish to the Dealer Manager previously have been advised and furnished a copy for its review, a reasonable period of time prior to the proposed use thereofamendment, a copy of each such proposed amendment supplement or supplementreport and as to which the Representatives shall have given their consent. The Trust will file and amend a Form D in accordance with promptly, upon the rules and regulations reasonable request of the Securities Act. b. The Trust willRepresentatives or counsel for the Initial Purchasers, at no expense make any amendments or supplements to the Dealer Manager, furnish the Dealer Manager with such number of printed copies of the Private Placement Memorandum, including all amendments and exhibits thereto, Pricing Disclosure Package and the Authorized Sales Materials as the Dealer Manager Final Circular that may reasonably request. The Trust will similarly furnish to the Dealer Manager and Participating Broker-Dealers designated by the Dealer Manager as many copies of the following documents as the Dealer Manager may reasonably request be necessary or advisable in connection with the sale resale of Shares: (a) the Private Placement Memorandum, including all amendments and exhibits thereto; and (b) any other Authorized Sales MaterialsSecurities by the Initial Purchasers. c. (ii) The Trust will use its commercially reasonable efforts to (a) qualify cooperate with the Shares Representatives in arranging for sale under, or to establish the exemption qualification of the Securities for offering and sale under the securities or “Blue Sky” laws of such jurisdictions as the Representatives may reasonably designate and will continue such qualifications in effect for as long as may be necessary to complete the resale of the Shares from qualification or registration underSecurities; provided, the applicable state securities lawshowever, or the applicable laws of any non-U.S. jurisdiction, designated that in Schedule II hereto (the “Qualified Jurisdictions”) and (b) maintain such qualifications or exemptions in effect throughout the Offering. In connection therewith, the Trust will prepare and file all such reports as may shall not be required by the securities regulatory authorities in the Qualified Jurisdictions in which the Shares have been sold, provided that the Dealer Manager shall have provided the Trust with any information required for such filings to qualify as a foreign corporation or reports that is in the Dealer Manager’s possession. The Trust will notify the Dealer Manager promptly following each date to execute a general consent to service of (i) the effectiveness of qualification or exemption of Shares in any additional jurisdiction in which the sale of Shares has been authorized by appropriate state regulatory authorities; and (ii) a change in the status of the qualification or exemption of the Shares process in any jurisdiction or subject itself to taxation in excess of a nominal dollar amount in any respect. The Trust will file and obtain clearance of the Authorized Sales Materials only to the extent required by FINRA or applicable state securities laws. The Trust will furnish to the Dealer Manager a copy of such papers filed by the Trust in connection with any such qualificationjurisdiction where it is not then so subject. d. If (iii) (1) If, at any time when a Private Placement Memorandum is delivered prior to a potential investor the completion of the sale by the Initial Purchasers of the Securities, any event occurs or information becomes known as a result of whichwhich the Pricing Disclosure Package or the Final Circular as then amended or supplemented would include any untrue statement of a material fact, or omit to state a material fact necessary to make the statements therein, in the opinion light of either the circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Pricing Disclosure Package or the Final Circular to comply with applicable law, the Trust will promptly notify the Representatives thereof and will prepare, at the expense of the Shareholder Parent, an amendment or supplement to the Pricing Disclosure Package or the Dealer ManagerFinal Circular that corrects such statement or omission or effects such compliance, and (2) if at any time prior to the Private Placement Memorandum Closing Date (i) any event shall occur or condition shall exist as a result of which any of the Pricing Disclosure Package as then amended or supplemented would include an any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or any Issuer Written Communication would conflict with the Pricing Disclosure Package as then amended or supplemented, or (ii) it is necessary to amend or supplement any of the Pricing Disclosure Package so that any of the Pricing Disclosure Package or any Issuer Written Communication will comply with applicable law, the Trust will immediately notify the Representatives thereof and forthwith prepare and, subject to paragraph (i) above, furnish to the Representatives such amendments or supplements to any of the Pricing Disclosure Package or any Issuer Written Communication (it being understood that any such amendments or supplements may take the form of an amended or supplemented Final Circular) as may be necessary so that the statements in any of the Pricing Disclosure Package as so amended or supplemented will not, in light of the circumstances under which they were made, be misleading or so that any Issuer Written Communication will not misleadingconflict with the Pricing Disclosure Package or so that the Pricing Disclosure Package or any Issuer Written Communication as so amended or supplemented will comply with applicable law. (iv) The Trust will, without charge, provide to the Representatives as many copies of the Pricing Disclosure Package, any Issuer Written Communication and the Final Circular or any amendment or supplement thereto as the Representatives may reasonably request. (v) The Trust will promptly notify apply the Dealer Manager thereof (unless the information shall have been received net proceeds from the Dealer Managersale of the Securities as set forth under “Use of Proceeds” in the Pricing Disclosure Package and the Final Circular. (vi) The Trust will not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that could be integrated with the sale of the Securities in a manner which would require the registration under the Act of the Securities. (vii) The Trust will not, and will effect not permit any persons acting on their behalf to, (1) engage in any form of general solicitation or general advertising (as those terms are used in Regulation D under the preparation of an amended or supplemental Private Placement Memorandum that will correct such statement or omission. e. The Trust is conducting the offering of Shares as a private placement and shall not take any action that (iAct) causes in connection with the offering of the Shares to lose Securities other than any exemption from registration with solicitation by means of dissemination of any written general solicitation document listed on Annex 1(b) (each a “Permitted General Solicitation Material”), or (2) engage in any manner in a public offering within the SEC provided by meaning of Section 4(a)(2) of the Securities Act and/or any regulations promulgated thereunder or (ii) causes the offering of Shares to lose its exemption from registration provided by Rule 506(b) of Regulation D under the Securities Act. f. (viii) For so long as any of the Securities remain outstanding, the Trust will make available at its expense, upon request, to any holder of such Securities and any prospective purchasers thereof the information specified in Rule 144A(d)(4) under the Act, unless the Trust is then subject to Section 13 or 15(d) of the Exchange Act. (ix) The Trust will operate in a manner so as use its best efforts to enable permit the Trust to qualify Securities to be taxed eligible for clearance and settlement through The Depository Trust Company. (x) The Trust will not offer, sell, contract to sell or otherwise dispose of any securities that are substantially similar to the Securities at any time. (xi) The Trust will file a registration statement on Form N-2 with the Commission within three months after the filing of its notification of registration on Form N-8A, as a REIT provided in Rule 8b-5 under the Code, for each taxable year during which it elects to be treated as a REIT under the Code; provided, however, that at the discretion of the Trust’s board of trustees, it may elect to not be so treatedInvestment Company Act.

Covenants of the Trust. The Trust covenants and agrees with the Dealer Manager several Underwriters that: a. (a) The Trust will promptly advise (i) prepare and timely file with the Dealer Manager Commission under Rule 424(b) of the receipt Rules and Regulations a Prospectus containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A of the Rules and Regulations, (ii) not file any material comments of, or requests for additional or supplemental information from, the SEC amendment to the extent that the Trust expects such comments or requests will have a Material Adverse Effect on the Trust or the Shares and of any proposed amendment Registration Statement or supplement to the Private Placement Memorandum. Prior Prospectus or document incorporated by reference therein of which the Underwriters shall not previously have been advised and furnished with a copy or to amending which the Underwriters shall have reasonably objected in writing or supplementing which is not in compliance with the Private Placement MemorandumRules and Regulations and (iii) file on a timely basis all reports and any definitive proxy or information statements required to be filed by the Trust with the Commission subsequent to the date of the Prospectus and prior to the termination of the offering of the Shares by the Underwriters. (b) The Trust will advise the Underwriters promptly of any request of the Commission for amendment of the Registration Statement or for supplement to the Prospectus or for any additional information, or of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus or of the institution of any proceedings for that purpose, and the Trust will use its best efforts to prevent the issuance of any such stop order preventing or suspending the use of the Prospectus and to obtain as soon as possible the lifting thereof, if issued. (c) The Trust will cooperate with the Underwriters in endeavoring to qualify the Shares for sale under the securities laws of such jurisdictions as the Underwriters may reasonably have designated in writing and will make such applications, file such documents, and furnish such information as may be reasonably required for that purpose, provided the Trust shall furnish not be required to the Dealer Manager for its review, qualify as a reasonable period foreign trust or to file a general consent to service of time prior process or subject itself to the proposed use thereof, taxation in any jurisdiction where it is not now so qualified or required to file such a copy of each such proposed amendment consent or supplementso subject to taxation. The Trust will file and amend a Form D in accordance with the rules and regulations of the Securities Act. b. The Trust will, at no expense from time to time, prepare and file such statements, reports, and other documents, as are or may be required to continue such qualifications in effect for so long a period as the Underwriters may reasonably request for distribution of the Shares. (d) The Trust will take all necessary action and file all necessary documents with the appropriate authorities to ensure that each of MGI Andover Corp., MGI Ballardvale Corp., MGI 33 Broad Street, MGI Forest Street, Inc., MGI 15 Forge Park, Inc., MGI 000 Xxxxxx Xxxp., MGI Tech Center Corp., MGI Yorkshire Holdings, Inc. and Peabody Andover Corp. is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization, prior to the Dealer ManagerClosing Date, furnish or as soon thereafter as possible. (e) The Trust will deliver to, or upon the Dealer Manager with such number of printed order of, the Underwriters, from time to time, as many copies of the Private Placement Memorandum, including all amendments and exhibits thereto, and the Authorized Sales Materials any Preliminary Prospectus as the Dealer Manager Underwriters may reasonably request. The Trust will similarly furnish to deliver to, or upon the Dealer Manager and Participating Broker-Dealers designated by order of, the Dealer Manager Underwriters during the period when delivery of a Prospectus is required under the Act, as many copies of the following documents Prospectus in final form, or as thereafter amended or supplemented, as the Dealer Manager Underwriters may reasonably request in connection with the sale of Shares: (a) the Private Placement Memorandum, including all amendments and exhibits thereto; and (b) any other Authorized Sales Materials. c. The Trust will use its commercially reasonable efforts to (a) qualify the Shares for sale under, or to establish the exemption of the sale of the Shares from qualification or registration under, the applicable state securities laws, or the applicable laws of any non-U.S. jurisdiction, designated in Schedule II hereto (the “Qualified Jurisdictions”) and (b) maintain such qualifications or exemptions in effect throughout the Offering. In connection therewith, the Trust will prepare and file all such reports as may be required by the securities regulatory authorities in the Qualified Jurisdictions in which the Shares have been sold, provided that the Dealer Manager shall have provided the Trust with any information required for such filings or reports that is in the Dealer Manager’s possessionrequest. The Trust will notify deliver to the Dealer Manager promptly following each date Underwriters at or before the Closing Date, one xerox copy of a signed copy and four conformed copies of the Registration Statement and all amendments thereto including all exhibits filed therewith, and will deliver to the Underwriters such number of copies of the Registration Statement, including documents incorporated by reference therein, but without exhibits, and of all amendments thereto, as the Underwriters may reasonably request. (if) If during the effectiveness of qualification or exemption of Shares in any additional jurisdiction period in which the sale of Shares has been authorized by appropriate state regulatory authorities; and (ii) a change in the status of the qualification or exemption of the Shares in any jurisdiction in any respect. The Trust will file and obtain clearance of the Authorized Sales Materials only to the extent prospectus is required by FINRA law to be delivered by an Underwriter or applicable state securities laws. The Trust will furnish to the Dealer Manager a copy of such papers filed by the Trust in connection with any such qualification. d. If at any time when a Private Placement Memorandum is delivered to a potential investor dealer any event occurs shall occur as a result of which, in the opinion judgment of either the Trust or in the Dealer Manageropinion of counsel for the Underwriters, it becomes necessary to amend or supplement the Private Placement Memorandum would include an untrue statement of a material fact or omit to state any material fact necessary Prospectus in order to make the statements therein, in the light of the circumstances under which they were madeexisting at the time the Prospectus is delivered to a purchaser, not misleading, or, if it is necessary at any time to amend or supplement the Prospectus to comply with any law, the Trust promptly will promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and will effect the preparation of an amended or supplemental Private Placement Memorandum that will correct such statement or omission. e. The Trust is conducting the offering of Shares as a private placement and shall not take any action that either (i) causes the offering of the Shares to lose any exemption from registration prepare and file with the SEC provided by Section 4(a)(2) of Commission an appropriate amendment to the Securities Act and/or any regulations promulgated thereunder Registration Statement or supplement to the Prospectus or (ii) causes prepare and file with the offering Commission an appropriate filing under the Exchange Act which shall be incorporated by reference in the Prospectus so that the Prospectus as so amended or supplemented will not, in the light of Shares the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with law. (g) The Trust will make generally available to lose its exemption from registration provided by Rule 506(bsecurity holders, as soon as it is practicable to do so, but in any event not later than 15 months after the effective date of the Registration Statement, an earning statement (which need not be audited) in reasonable detail, covering a period of at least 12 consecutive months beginning after the effective date of the Registration Statement, which earning statement shall satisfy the requirements of Section 11(a) of Regulation D under the Securities Act and Rule 158 of the Rules and Regulations and will advise you in writing when such statement has been so made available. (h) The Trust will, for a period of five years from the Closing Date, deliver to the Underwriters copies of annual reports and copies of all other documents, reports and information furnished by the Trust to its shareholders or filed with any securities exchange pursuant to the requirements of such exchange or with the Commission pursuant to the Act or the Exchange Act. f. The (i) No offering, sale or other disposition of any Common Shares of the Trust will operate in be made for a manner so as to enable period of 90 days after the date of this Agreement, directly or indirectly, by the Trust to qualify to be taxed as a REIT under otherwise than hereunder or with the Code, for each taxable year during which it elects to be treated as a REIT under the Code; provided, however, that at the discretion prior written consent of the Underwriters except that the Trust may, without such consent, issue shares upon the exercise of options outstanding on the date of this Agreement issued pursuant to the Trust’s board of trustees's stock option plans, it may elect issued as consideration for future acquisitions or issued pursuant to not be so treatedthe Trust's dividend reinvestment plan.

Covenants of the Trust. The Trust covenants and agrees with the Dealer Manager Agent that: a. (a) The Trust will promptly use its best efforts (i) to cause the Registration Statement to become effective under the 1933 Act, and (ii) if required, to cause the issuance of any orders exempting the Trust from any provisions of the 1940 Act, in which case it will advise the Dealer Manager Agent promptly as to the time at which any such orders are issued. (b) The Trust will orally notify the Agent promptly, and confirm the notice in writing, of the (i) effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), (ii) receipt of any material comments offrom the Commission, or requests (iii) request by the Commission for additional or supplemental information from, the SEC any amendment to the extent that the Trust expects such comments or requests will have a Material Adverse Effect on the Trust or the Shares and of Registration Statement, any proposed amendment or supplement to the Private Placement MemorandumProspectus or additional information, (iv) issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, (v) issuance by the Commission of an order of suspension or revocation of the notification on Form N-8A of registration of the Trust as an investment company under the 1940 Act or the initiation of any proceeding for that purpose and (vi) suspension of the qualification of the Common Shares for offering or sale in any jurisdiction. Prior The Trust will make every reasonable effort to amending prevent the issuance of any stop order described in subsection (iv) hereunder or supplementing any order of suspension or revocation described in subsection (v) or subsection (vi) hereunder and, if any such stop order or order of suspension or revocation is issued, to obtain the Private Placement Memorandumlifting thereof at the earliest possible moment. (c) The Trust will give the Agent notice of its intention to file any amendment to the Registration Statement (including any post-effective amendment) or any amendment or supplement to the Prospectus (including any revised prospectus that the Trust proposes for use by the Agent, which differs from the prospectus on file at the Commission at the time the Registration Statement becomes effective, whether such revised prospectus is required to be filed pursuant to Rule 497(c) or Rule 497(h) of the Rules and Regulations), whether pursuant to the 1940 Act, the Trust shall 1933 Act, or otherwise, and will furnish to the Dealer Manager Agent and counsel for its review, the Agent with copies of any such amendment or supplement within a reasonable period amount of time prior to the proposed use thereof, a copy of each such proposed filing or use, as the case may be, and will not file any such amendment or supplement. The Trust will file and amend a Form D in accordance with supplement to which the rules and regulations of Agent or counsel for the Securities ActAgent reasonably shall object. b. The Trust will, at no expense (d) During the period in which a prospectus relating to the Dealer Manager, furnish Common Shares is required to be delivered under the Dealer Manager with such number of printed copies of the Private Placement Memorandum, including all amendments and exhibits thereto, and the Authorized Sales Materials as the Dealer Manager may reasonably request. The Trust will similarly furnish to the Dealer Manager and Participating Broker-Dealers designated by the Dealer Manager as many copies of the following documents as the Dealer Manager may reasonably request in connection with the sale of Shares: (a) the Private Placement Memorandum, including all amendments and exhibits thereto; and (b) any other Authorized Sales Materials. c. The Trust will use its commercially reasonable efforts to (a) qualify the Shares for sale under, or to establish the exemption of the sale of the Shares from qualification or registration under, the applicable state securities laws, or the applicable laws of any non-U.S. jurisdiction, designated in Schedule II hereto (the “Qualified Jurisdictions”) and (b) maintain such qualifications or exemptions in effect throughout the Offering. In connection therewith1933 Act, the Trust will prepare and file all such reports as with the Commission, promptly upon the Agent's request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent's or counsel for the Agent's reasonable opinion, may be required necessary or advisable in connection with the distribution of the Common Shares by the securities regulatory authorities in the Qualified Jurisdictions in which the Shares have been sold, provided that the Dealer Manager shall have provided the Trust with any information required for such filings or reports that is in the Dealer Manager’s possession. The Trust will notify the Dealer Manager promptly following each date of (i) the effectiveness of qualification or exemption of Shares in any additional jurisdiction in which the sale of Shares has been authorized by appropriate state regulatory authoritiesAgent; and (ii) a change in the status of the qualification or exemption of the Shares in any jurisdiction in any respect. The Trust will file and obtain clearance of the Authorized Sales Materials only to the extent required by FINRA or applicable state securities laws. The Trust it will furnish to the Dealer Manager Agent and counsel for the Agent at the time of filing thereof a copy of such papers any document that upon filing is deemed to be incorporated by reference in the Registration Statement or Prospectus; and the Trust 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 within the time period prescribed. (e) Within the time during which a prospectus relating to the Common Shares is required to be delivered under the 1933 Act, the Trust will comply as far as it is able with all requirements imposed upon it by the Trust 1933 Act and by the Rules and Regulations, as from time to time in connection with any force, so far as necessary to permit the continuance of sales of or dealings in the Common Shares as contemplated by the provisions hereof and the Prospectus. If during such qualification. d. If at any time when a Private Placement Memorandum is delivered to a potential investor period any event occurs as a result of which, in which the opinion of either the Trust Prospectus as then amended or the Dealer Manager, the Private Placement Memorandum supplemented would include an untrue statement of a material fact or omit to state any a material fact necessary to make the statements therein, in the light of the circumstances under which they were madethen existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus to comply with the 1933 Act, the Trust will promptly notify the Dealer Manager thereof (unless Agent to suspend the information shall have been received from offering of Common Shares during such period and the Dealer Manager) and Trust will effect amend or supplement the preparation of an amended Registration Statement or supplemental Private Placement Memorandum that will Prospectus so as to correct such statement or omissionomission or effect such compliance. e. (f) The Trust is conducting will use its best efforts to qualify the offering Common Shares for sale under the securities laws of Shares such jurisdictions as the Agent designates and to continue such qualifications in effect so long as required for the distribution of the Common Shares, except that the Trust shall not be required in connection therewith to qualify as a private placement foreign business trust or to execute a general consent to service of process in any jurisdiction. (g) The Trust will furnish to the Agent and shall its counsel (at the expense of the Trust) copies of the Registration Statement, the Prospectus and all amendments and supplements to the Registration Statement or Prospectus that are filed with the Commission during the period in which a prospectus relating to the Common Shares is required to be delivered under the 1933 Act, in each case as soon as available and in such quantities as the Agent may from time to time reasonably request and will also furnish copies of the Prospectus to the NYSE in accordance with Rule 153 of the Rules and Regulations and the Trust and the Agent agree that the delivery of the Prospectus to any other person is not take required under this Agreement for so long as the Common Shares are listed on the NYSE. (h) The Trust will make generally available to its security holders as soon as practicable, but in any action event not later than 60 days after the close of the period covered thereby, an earnings statement in form complying with the provisions of Rule 158 of the Rules and Regulations covering a 12-month period that satisfies the provisions of Section 11(a) of the Act and Rule 158 of the Rules and Regulations. (i) causes The Trust, whether or not the offering transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses incident to the performance of its obligations hereunder, including, but not limited to, expenses relating to (i) the printing and filing of the Shares to lose any exemption from registration with the SEC provided by Section 4(a)(2) Registration Statement as originally filed and of the Securities Act and/or any regulations promulgated thereunder or each amendment thereto, (ii) causes the offering preparation, issuance and delivery of the Common Shares, (iii) the reasonable fees and disbursements of the Trust's counsel and accountants, (iv) the qualification of the Common Shares to lose its exemption from registration provided by Rule 506(bunder securities laws in accordance with the provisions of Section 4(f) of Regulation D under this Agreement, including filing fees and any reasonable fees or disbursements of counsel for the Agent in connection therewith, (v) the printing and delivery to the Agent of copies of the preliminary prospectus, of the Prospectus and any amendments or supplements thereto, and of this Agreement, (vi) the fees and expenses incurred in connection with the listing of the Common Shares on the NYSE, and (vii) the filing fees of the Commission and the National Association of Securities Act. f. Dealers, Inc. The Trust Agent will operate in a manner so as to enable pay the Trust to qualify to be taxed as a REIT under the Code, for each taxable year during which it elects to be treated as a REIT under the Codefees and disbursements of its legal counsel; provided, however, that if 2,000,000 Common Shares are not sold by the Agent pursuant to the terms of this Agreement within one year of the date of this Agreement, then the Trust will promptly, upon the request of the Agent, reimburse the Agent for the fees and disbursements of the Agent's legal counsel incurred in connection with the establishment of the structured equity shelf program established by this Agreement up to an amount of $50,000. (j) The Trust will apply the net proceeds from the sale of the Common Shares as set forth in the Prospectus. (k) The Trust will not, directly or indirectly, offer or sell any Common Shares (other than the Common Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for, or any rights to purchase or acquire, Common Shares during the period from the date of this Agreement through the final Closing Date for the sale of Shares hereunder without (a) giving the Agent at least one business day's prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (b) suspending activity under this program for such period of time as may reasonably be determined by agreement of the Trust and the Agent; provided, however, that no such notice and suspension shall be required in connection with the Trust's issuance or sale of Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding on the date hereof or in connection with the Trust's issuance or sale of Common Shares under the terms of the Cash Purchase Plan (as in effect on the date hereof). (l) The Trust will, at any time during the term of this Agreement, as supplemented from time to time, advise the Agent immediately after it shall have received notice or obtain knowledge thereof, of any information or fact that would alter or affect any opinion, certificate, letter and other document provided to the Agent pursuant to Section 5 herein. (m) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than a supplement filed pursuant to Rule 497(h) under the 1933 Act that contains solely the information set forth in the final paragraph of Section 3 of this Agreement), the Trust shall furnish or cause to be furnished to the Agent forthwith a certificate dated the date of filing with the Commission of such amendment or supplement, the date of effectiveness of amendment, as the case may be, in form satisfactory to the Agent to the effect that the statements contained in the certificate referred to in Section 5(f) hereof which were last furnished to the Agent are true and correct at the discretion 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 and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(f), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate. (n) Each time that the Registration Statement or the Prospectus is amended or supplemented (other than a supplement filed pursuant to Rule 497(h) under the 1933 Act that contains solely the information set forth in the final paragraph of Section 3 of this Agreement), the Trust shall furnish or cause to be furnished forthwith to the Agent and to counsel to the Agent a written opinion of Dechert Price & Rhoads, counsel to the Txxxx ("Trust Counsel"), or other counsel satisfactory to the Agent, 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 Agent, of the same tenor as the opinion and additional statement referred to in Section 5(d) hereof, 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. (o) Each time that the Registration Statement or the Prospectus shall be amended or supplemented to include additional amended financial information or there is filed with the Commission any document incorporated by reference into the Prospectus which contains additional amended financial information, the Trust shall cause KPMG Peat Marwick LLP, or other independent accountants satisfactory to the Agent, forthwith to furnish the Agent, with a copy to counsel to the Agent, 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 Agent, of the same tenor as the letter referred to in Section 5(e) hereof but modified to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter; provided, however, that the Agent acknowledges that no such letter shall be required for a supplement filed pursuant to Rule 497(h) under the 1933 Act that contains solely the information set forth in the final paragraph of Section 3 of this Agreement. (p) The Trust hereby consents to the Agent trading in the Trust’s board 's Common Shares for the Agent's own account and at the same time as the Trust's sales agent pursuant to this Agreement. (q) The Trust will use its best efforts to maintain its qualification as a regulated investment company entitled to the benefits of trusteesSubchapter M of the Code. (r) The Trust and the Investment Manager will not, it may elect directly or indirectly, (i) take any action designed to not cause or result in, or that constitutes or might reasonably be so treatedexpected to constitute, the stabilization or manipulation of the price of any security of the Trust to facilitate the sale or resale of the Common Shares or (ii) except for the Privately Negotiated Transactions, sales pursuant to the Cash Purchase Plan and other transactions which the Agent receives notice of pursuant to Section 4(k), sell, bid for, purchase, or pay anyone any compensation for soliciting purchases of the Common Shares or pay or agree to pay any person any compensation for soliciting another to purchase any other securities of the Trust (except for the sale of Common Shares under this Agreement).

Covenants of the Trust. The Trust covenants and agrees with (a) If, at any time during the Dealer Manager that: a. The Trust will promptly advise the Dealer Manager offering of the receipt Shares, an event occurs which in the reasonable opinion of any material comments of, or requests for additional or supplemental information from, the SEC counsel to the extent that Trust materially affects the Trust expects such comments or requests will have a Material Adverse Effect on the Trust or the Shares and of any proposed which should be set forth in an amendment or supplement to the Private Placement Memorandum. Prior Registration Statement or Prospectus in order to amending make the statements therein not misleading in light of the circumstances under which they are made, the Trust will notify the Distributor and the Dealers as promptly as practicable of the occurrence of such event and promptly prepare and furnish to the Distributor and the Dealers copies of an amendment or supplementing supplement to the Private Placement MemorandumRegistration Statement or Prospectus, in such reasonable quantities as such Distributor or Dealer may reasonably request in order that the Registration Statement or Prospectus will not contain any untrue statement of any material fact or omit to state a material fact which in the opinion of such counsel is necessary to make the statements therein not misleading in light of the circumstances under which they are made; provided that, if the supplement or amendment is required exclusively as a result of a misstatement in or omission from the Dealer Information provided by the Distributor or a Dealer expressly for use in the Prospectus or the Registration Statement, the Trust shall furnish deliver such supplement or amendment to the Dealer Manager for its review, Distributor and the Dealers at a reasonable period of time prior charge to the proposed use thereofparty that provided the Dealer Information at issue not to exceed the actual cost thereof to the Trust. (b) No document filed by, a copy of each such proposed amendment or supplement. The behalf of, the Trust will file and amend a Form D in accordance with the rules and regulations of Commission in connection with a tender offer by the Securities Act. b. The Trust (“Tender Offer Materials”) will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number of printed copies of the Private Placement Memorandum, including all amendments and exhibits thereto, and the Authorized Sales Materials as the Dealer Manager may reasonably request. The Trust will similarly furnish to the Dealer Manager and Participating Broker-Dealers designated by the Dealer Manager as many copies of the following documents as the Dealer Manager may reasonably request in connection with the sale of Shares: (a) the Private Placement Memorandum, including all amendments and exhibits thereto; and (b) any other Authorized Sales Materials. c. The Trust will use its commercially reasonable efforts to (a) qualify the Shares for sale under, or to establish the exemption of the sale of the Shares from qualification or registration under, the applicable state securities laws, or the applicable laws of any non-U.S. jurisdiction, designated in Schedule II hereto (the “Qualified Jurisdictions”) and (b) maintain such qualifications or exemptions in effect throughout the Offering. In connection therewith, the Trust will prepare and file all such reports as may be required by the securities regulatory authorities in the Qualified Jurisdictions in which the Shares have been sold, provided that the Dealer Manager shall have provided the Trust with any information required for such filings or reports that is in the Dealer Manager’s possession. The Trust will notify the Dealer Manager promptly following each date of (i) the effectiveness of qualification or exemption of Shares in any additional jurisdiction in which the sale of Shares has been authorized by appropriate state regulatory authorities; and (ii) a change in the status of the qualification or exemption of the Shares in any jurisdiction in any respect. The Trust will file and obtain clearance of the Authorized Sales Materials only to the extent required by FINRA or applicable state securities laws. The Trust will furnish to the Dealer Manager a copy time of such papers filed by the Trust in connection with filing, contain any such qualification. d. If at any time when a Private Placement Memorandum is delivered to a potential investor any event occurs as a result of which, in the opinion of either the Trust or the Dealer Manager, the Private Placement Memorandum would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, contained therein not misleading in light of the circumstances under which they were made. The representations and warranties made in this Section 6(b) shall not apply to statements in or omissions from the Tender Offer Materials made in reliance upon and in conformity with Dealer Information. Any documents provided by, not misleadingor on behalf of, the Trust to the Placement Agent or its designated agent for distribution to customers of the Placement Agent that are shareholders of the Trust (each, a “Placement Agent Customer”) in connection with a tender offer by the Trust will promptly notify conform, in all material respects, to the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and will effect the preparation of an amended or supplemental Private Placement Memorandum that will correct such statement or omissionTender Offer Materials. e. (c) The Trust is conducting the offering Trust’s offer and sale of Shares as pursuant to this Agreement will not violate any applicable law, rule, regulation or agreement to which it is a private placement and shall not take any action that party. (id) causes the offering of the Shares to lose any exemption from registration In connection with the SEC provided by Section 4(a)(2) conduct of its business as described in the Securities Act and/or any regulations promulgated thereunder or (ii) causes the offering of Shares to lose its exemption from registration provided by Rule 506(b) of Regulation D under the Securities Act. f. The Trust will operate in a manner so as to enable Registration Statement, the Trust to qualify to be taxed as a REIT under the Codeshall comply, for each taxable year during which it elects to be treated as a REIT under the Code; providedin all material respects, however, that at the discretion with applicable securities laws and other applicable legal and regulatory requirements and written publicly available legal interpretations thereof of the Trust’s board of trustees, it may elect to not be so treatedregulatory agencies with jurisdiction over it.

Covenants of the Trust. (a) The Trust covenants to operate business of the Acquired Fund as presently conducted between the date hereof and agrees with the Dealer Manager that:Closing. a. (b) The Trust undertakes that the Acquired Fund will not acquire the shares of beneficial interest of the Select Growth Fund for the purpose of making distributions thereof other than to the Acquired Fund's shareholders. (c) The Trust covenants that by the Closing, all of the Acquired Fund's federal and other Tax returns and reports required by law to be filed on or before such date shall have been filed and all federal and other Taxes shown as due on said returns shall have either been paid or adequate liability reserves shall have been provided for the payment of such Taxes. (d) The Trust will promptly advise at the Dealer Manager Closing provide the Acquiring Trust with: (1) A statement of the receipt respective tax basis of any material comments ofall investments to be transferred by the Acquired Fund to the Select Growth Fund. (2) A copy (which may be in electronic form) of the shareholder ledger accounts including, or requests for additional or supplemental information fromwithout limitation, the SEC name, address and taxpayer identification number of each shareholder of record, the number of shares of beneficial interest held by each shareholder, the dividend reinvestment elections applicable to each shareholder, and the backup withholding and nonresident alien withholding certifications, notices or records on file with the Acquired Fund with respect to each shareholder, for all of the shareholders of record of the Acquired Fund's shares as of the Close of Business on the Valuation Date, who are to become holders of the Select Growth Fund as a result of the transfer of assets that is the subject of this Agreement, certified by its transfer agent or its President or its Vice-President to the extent that the Trust expects such comments or requests will have a Material Adverse Effect on the Trust or the Shares best of their knowledge and belief. (e) The Board of any proposed amendment or supplement to the Private Placement Memorandum. Prior to amending or supplementing the Private Placement Memorandum, Trustees of the Trust shall furnish to call and the Dealer Manager for its reviewTrust shall hold, a reasonable period Special Meeting of the Acquired Fund's shareholders to consider and vote upon this Agreement (the "Special Meeting") and the Trust shall take all other actions reasonably necessary to obtain approval of the transactions contemplated herein. The Trust agrees to mail to each shareholder of record entitled to vote at the Special Meeting at which action on this Agreement is to be considered, in sufficient time prior to the proposed use comply with requirements as to notice thereof, a copy Combined Proxy Statement and Prospectus that complies in all material respects with the applicable provisions of each such proposed amendment or supplement. The Trust will file Section 14(a) of the 1934 Act, and amend a Form D in accordance with Section 20(a) of the 1940 Act, and the rules and regulations promulgated thereunder. (f) The Trust shall supply to the Acquiring Trust, at the Closing, the statement of the Securities Act. b. The Trust will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number assets and liabilities described in Section 4(e) of printed copies of the Private Placement Memorandum, including all amendments and exhibits thereto, and the Authorized Sales Materials as the Dealer Manager may reasonably request. The Trust will similarly furnish to the Dealer Manager and Participating Broker-Dealers designated by the Dealer Manager as many copies of the following documents as the Dealer Manager may reasonably request this Agreement in connection conformity with the sale of Shares: (a) the Private Placement Memorandum, including all amendments and exhibits thereto; and (b) any other Authorized Sales Materialsrequirements described in such Section. c. The Trust will use its commercially reasonable efforts to (a) qualify the Shares for sale under, or to establish the exemption of the sale of the Shares from qualification or registration under, the applicable state securities laws, or the applicable laws of any non-U.S. jurisdiction, designated in Schedule II hereto (the “Qualified Jurisdictions”) and (b) maintain such qualifications or exemptions in effect throughout the Offering. In connection therewith, the Trust will prepare and file all such reports as may be required by the securities regulatory authorities in the Qualified Jurisdictions in which the Shares have been sold, provided that the Dealer Manager shall have provided the Trust with any information required for such filings or reports that is in the Dealer Manager’s possession. The Trust will notify the Dealer Manager promptly following each date of (i) the effectiveness of qualification or exemption of Shares in any additional jurisdiction in which the sale of Shares has been authorized by appropriate state regulatory authorities; and (ii) a change in the status of the qualification or exemption of the Shares in any jurisdiction in any respect. The Trust will file and obtain clearance of the Authorized Sales Materials only to the extent required by FINRA or applicable state securities laws. The Trust will furnish to the Dealer Manager a copy of such papers filed by the Trust in connection with any such qualification. d. If at any time when a Private Placement Memorandum is delivered to a potential investor any event occurs as a result of which, in the opinion of either the Trust or the Dealer Manager, the Private Placement Memorandum would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Trust will promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and will effect the preparation of an amended or supplemental Private Placement Memorandum that will correct such statement or omission. e. The Trust is conducting the offering of Shares as a private placement and shall not take any action that (i) causes the offering of the Shares to lose any exemption from registration with the SEC provided by Section 4(a)(2) of the Securities Act and/or any regulations promulgated thereunder or (ii) causes the offering of Shares to lose its exemption from registration provided by Rule 506(b) of Regulation D under the Securities Act. f. The Trust will operate in a manner so as to enable the Trust to qualify to be taxed as a REIT under the Code, for each taxable year during which it elects to be treated as a REIT under the Code; provided, however, that at the discretion of the Trust’s board of trustees, it may elect to not be so treated.

Covenants of the Trust. and JHISC -------------------------------- 6.01 The Trust covenants and agrees with shall promptly furnish to JHISC the Dealer Manager thatfollowing: a. The Trust will promptly advise the Dealer Manager (a) A certified copy of the receipt resolution(s) of any material comments the Trustees of the Trust authorizing the appointment of JHISC and the execution and delivery of this Agreement. (b) A copy of the Declaration of Trust and By-Laws of the Trust and all amendments thereto. 6.02 JHISC hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Trust for safekeeping of share certificates and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, or requests for additional or supplemental information from, the SEC such certificates and devices. 6.03 JHISC shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent that required by Section 31 of the Trust expects such comments or requests will have a Material Adverse Effect on the Trust or the Shares Investment Company Act of 1940 and of any proposed amendment or supplement to the Private Placement Memorandum. Prior to amending or supplementing the Private Placement Memorandum, the Trust shall furnish to the Dealer Manager for its review, a reasonable period of time prior to the proposed use thereof, a copy of each such proposed amendment or supplement. The Trust will file and amend a Form D in accordance with the rules and regulations of the Securities Actand Exchange Commission thereunder, JHISC agrees that all such records prepared or maintained by JHISC relating to the services to be performed by JHISC hereunder are the property of the Trust and will be preserved, maintained and made unavailable in accordance with such Act and rules, and will be surrendered to the Trust on and in accordance with its request. b. The 6.04 JHISC and the Trust willagree that all books, at no expense records, information and data pertaining to the Dealer Manager, furnish the Dealer Manager with such number of printed copies business of the Private Placement Memorandum, including all amendments and exhibits theretoother party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and the Authorized Sales Materials as the Dealer Manager may reasonably request. The Trust will similarly furnish shall not be voluntarily disclosed to the Dealer Manager and Participating Broker-Dealers designated by the Dealer Manager as many copies of the following documents as the Dealer Manager may reasonably request in connection with the sale of Shares: (a) the Private Placement Memorandum, including all amendments and exhibits thereto; and (b) any other Authorized Sales Materials. c. The Trust will use its commercially reasonable efforts to (a) qualify the Shares for sale underperson, or to establish the exemption of the sale of the Shares from qualification or registration under, the applicable state securities laws, or the applicable laws of any non-U.S. jurisdiction, designated in Schedule II hereto (the “Qualified Jurisdictions”) and (b) maintain such qualifications or exemptions in effect throughout the Offering. In connection therewith, the Trust will prepare and file all such reports except as may be required by law. 6.05 In case of any requests or demands for the securities regulatory authorities in inspection of the Qualified Jurisdictions in which Shareholder records of the Shares have been soldTrust, provided that the Dealer Manager shall have provided JHISC will endeavor to notify the Trust with any information required for such filings or reports that is in the Dealer Manager’s possession. The Trust will notify the Dealer Manager promptly following each date of (i) the effectiveness of qualification or exemption of Shares in any additional jurisdiction in which the sale of Shares has been and to secure instructions from an authorized by appropriate state regulatory authorities; and (ii) a change in the status officer of the qualification or exemption of the Shares in any jurisdiction in any respect. The Trust will file and obtain clearance of the Authorized Sales Materials only to the extent required by FINRA or applicable state securities laws. The Trust will furnish to the Dealer Manager a copy of such papers filed by the Trust in connection with any such qualification. d. If at any time when a Private Placement Memorandum is delivered to a potential investor any event occurs as a result of which, in the opinion of either the Trust or the Dealer Manager, the Private Placement Memorandum would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Trust will promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and will effect the preparation of an amended or supplemental Private Placement Memorandum that will correct such statement or omission. e. The Trust is conducting the offering of Shares as a private placement and shall not take any action that (i) causes the offering of the Shares to lose any exemption from registration with the SEC provided by Section 4(a)(2) of the Securities Act and/or any regulations promulgated thereunder or (ii) causes the offering of Shares to lose its exemption from registration provided by Rule 506(b) of Regulation D under the Securities Act. f. The Trust will operate in a manner so as to enable such inspection. JHISC reserves the Trust to qualify to be taxed as a REIT under the Code, for each taxable year during which it elects to be treated as a REIT under the Code; providedright, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that at the discretion of the Trust’s board of trustees, it may elect be held liable for the failure to not be so treatedexhibit the Shareholder records to such person.

Covenants of the Trust. The Trust covenants and agrees with the Dealer Manager that: a. The Trust will promptly advise the Dealer Manager of the receipt of any material comments of, or requests for additional or supplemental information from, the SEC to the extent that the Trust expects such comments or requests will have a Material Adverse Effect on the Trust or the Shares and of any proposed amendment or supplement to the Private Placement Memorandum. Prior to amending or supplementing the Private Placement Memorandum, the Trust shall furnish to the Dealer Manager for its review, a reasonable period of time prior to the proposed use thereof, a copy of each such proposed amendment or supplement. The Trust will file and amend a Form D in accordance with the rules and regulations of the Securities Act. b. The Trust will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number of printed copies and an electronic version of the Private Placement Memorandum, including all amendments and exhibits thereto, and the Authorized Sales Materials as the Dealer Manager may reasonably request. The Trust will similarly furnish to the Dealer Manager and Participating Broker-Dealers designated by the Dealer Manager an electronic version and as many copies of the following documents as the Dealer Manager may reasonably request in connection with the sale of Shares: (a) the Private Placement Memorandum, including all amendments and exhibits thereto; and (b) any other Authorized Sales Materials. c. The Trust will use its commercially reasonable efforts to (a) qualify the Shares for sale under, or to establish the exemption of the sale of the Shares from qualification or registration under, the applicable state securities laws, or the applicable laws of any non-U.S. jurisdiction, designated in Schedule II hereto (the “Qualified Jurisdictions”) and (b) maintain such qualifications or exemptions in effect throughout the Offering. In connection therewith, the Trust will prepare and file all such reports as may be required by the securities regulatory authorities in the Qualified Jurisdictions in which the Shares have been sold, provided that the Dealer Manager shall have provided the Trust with any information required for such filings or reports that is in the Dealer Manager’s possession. The Trust will notify the Dealer Manager promptly following each date of (i) the effectiveness of qualification or exemption of Shares in any additional jurisdiction in which the sale of Shares has been authorized by appropriate state regulatory authorities; and (ii) a change in the status of the qualification or exemption of the Shares in any jurisdiction in any respect. The Trust will file and obtain clearance of the Authorized Sales Materials only to the extent required by FINRA or applicable state securities laws. The Trust will furnish to the Dealer Manager a copy of such papers filed by the Trust in connection with any such qualification. d. If at any time when a Private Placement Memorandum is delivered to a potential investor any event occurs as a result of which, in the opinion of either the Trust or the Dealer Manager, the Private Placement Memorandum would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Trust will promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and will effect the preparation of an amended or supplemental Private Placement Memorandum that will correct such statement or omission. e. The Trust is conducting the offering of Shares as a private placement and shall not take any action that (i) causes the offering of the Shares to lose any exemption from registration with the SEC provided by Section 4(a)(2) of the Securities Act and/or any regulations promulgated thereunder or (ii) causes the offering of Shares to lose its exemption from registration provided by Rule 506(b) of Regulation D under the Securities Act. f. The Trust will operate in a manner so as to enable the Trust to qualify to be taxed as a REIT under the Code, for each taxable year during which it elects to be treated as a REIT under the Code; provided, however, that at the discretion of the Trust’s board of trustees, it may elect to not be so treated.

Covenants of the Trust. (a) The Trust covenants to operate business of the Acquired Fund as presently conducted between the date hereof and agrees with the Dealer Manager that:Closing. a. (b) The Trust undertakes that the Acquired Fund will not acquire the shares of beneficial interest of the Diversified Income Fund for the purpose of making distributions thereof other than to the Acquired Fund's shareholders. (c) The Trust covenants that by the Closing, all of the Acquired Fund's federal and other Tax returns and reports required by law to be filed on or before such date shall have been filed and all federal and other Taxes shown as due on said returns shall have either been paid or adequate liability reserves shall have been provided for the payment of such Taxes. (d) The Trust will promptly advise at the Dealer Manager Closing provide the Acquiring Trust with: (1) A statement of the receipt respective tax basis of any material comments ofall investments to be transferred by the Acquired Fund to the Diversified Income Fund. (2) A copy (which may be in electronic form) of the shareholder ledger accounts including, or requests for additional or supplemental information fromwithout limitation, the SEC name, address and taxpayer identification number of each shareholder of record, the number of shares of beneficial interest held by each shareholder, the dividend reinvestment elections applicable to each shareholder, and the backup withholding and nonresident alien withholding certifications, notices or records on file with the Acquired Fund with respect to each shareholder, for all of the shareholders of record of the Acquired Fund's shares as of the Close of Business on the Valuation Date, who are to become holders of the Diversified Income Fund as a result of the transfer of assets that is the subject of this Agreement, certified by its transfer agent or its President or its Vice-President to the extent that the Trust expects such comments or requests will have a Material Adverse Effect on the Trust or the Shares best of their knowledge and belief. (e) The Board of any proposed amendment or supplement to the Private Placement Memorandum. Prior to amending or supplementing the Private Placement Memorandum, Trustees of the Trust shall furnish to call and the Dealer Manager for its reviewTrust shall hold, a reasonable period Special Meeting of the Acquired Fund's shareholders to consider and vote upon this Agreement (the "Special Meeting") and the Trust shall take all other actions reasonably necessary to obtain approval of the transactions contemplated herein. The Trust agrees to mail to each shareholder of record entitled to vote at the Special Meeting at which action on this Agreement is to be considered, in sufficient time prior to the proposed use comply with requirements as to notice thereof, a copy Combined Proxy Statement and Prospectus that complies in all material respects with the applicable provisions of each such proposed amendment or supplement. The Trust will file Section 14(a) of the 1934 Act, and amend a Form D in accordance with Section 20(a) of the 1940 Act, and the rules and regulations promulgated thereunder. (f) The Trust shall supply to the Acquiring Trust, at the Closing, the statement of the Securities Act. b. The Trust will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number assets and liabilities described in Section 4(e) of printed copies of the Private Placement Memorandum, including all amendments and exhibits thereto, and the Authorized Sales Materials as the Dealer Manager may reasonably request. The Trust will similarly furnish to the Dealer Manager and Participating Broker-Dealers designated by the Dealer Manager as many copies of the following documents as the Dealer Manager may reasonably request this Agreement in connection conformity with the sale of Shares: (a) the Private Placement Memorandum, including all amendments and exhibits thereto; and (b) any other Authorized Sales Materialsrequirements described in such Section. c. The Trust will use its commercially reasonable efforts to (a) qualify the Shares for sale under, or to establish the exemption of the sale of the Shares from qualification or registration under, the applicable state securities laws, or the applicable laws of any non-U.S. jurisdiction, designated in Schedule II hereto (the “Qualified Jurisdictions”) and (b) maintain such qualifications or exemptions in effect throughout the Offering. In connection therewith, the Trust will prepare and file all such reports as may be required by the securities regulatory authorities in the Qualified Jurisdictions in which the Shares have been sold, provided that the Dealer Manager shall have provided the Trust with any information required for such filings or reports that is in the Dealer Manager’s possession. The Trust will notify the Dealer Manager promptly following each date of (i) the effectiveness of qualification or exemption of Shares in any additional jurisdiction in which the sale of Shares has been authorized by appropriate state regulatory authorities; and (ii) a change in the status of the qualification or exemption of the Shares in any jurisdiction in any respect. The Trust will file and obtain clearance of the Authorized Sales Materials only to the extent required by FINRA or applicable state securities laws. The Trust will furnish to the Dealer Manager a copy of such papers filed by the Trust in connection with any such qualification. d. If at any time when a Private Placement Memorandum is delivered to a potential investor any event occurs as a result of which, in the opinion of either the Trust or the Dealer Manager, the Private Placement Memorandum would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Trust will promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and will effect the preparation of an amended or supplemental Private Placement Memorandum that will correct such statement or omission. e. The Trust is conducting the offering of Shares as a private placement and shall not take any action that (i) causes the offering of the Shares to lose any exemption from registration with the SEC provided by Section 4(a)(2) of the Securities Act and/or any regulations promulgated thereunder or (ii) causes the offering of Shares to lose its exemption from registration provided by Rule 506(b) of Regulation D under the Securities Act. f. The Trust will operate in a manner so as to enable the Trust to qualify to be taxed as a REIT under the Code, for each taxable year during which it elects to be treated as a REIT under the Code; provided, however, that at the discretion of the Trust’s board of trustees, it may elect to not be so treated.

Covenants of the Trust. the Trustee, the Administrator and Subordinated Certificateholders. The Trust, the Trustee, the Administrator and each Subordinated Certificateholder agree and covenant as follows: (a) neither the Trustee, the Administrator nor any Subordinated Certificateholder shall cause the funds and other assets of the Trust covenants to be commingled with those of any other individual, corporation, estate, partnership, joint venture, association, joint stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof; (b) neither the Trustee, the Administrator nor any Subordinated Certificateholder shall cause the Trust to be, become or hold itself out as being liable for the debts of any other party or guarantee any of the debts or obligations of any other party (excepting only the indemnification of the Trustee in its individual capacity under this Agreement by a Subordinated Certificateholder); (c) the Trust and agrees the Subordinated Certificateholder shall not act as agents for each other; (d) the Trust shall (1) act solely in its name and through its Trustee and any duly authorized officers or agents in the conduct of its business, (2) prepare all correspondence in the Trust name, and (3) conduct its business so as not to mislead others as to the identity of the entity with which they are concerned; (e) except in the case of a Subordinated Certificateholder that is an Administrator, no Subordinated Certificateholder shall be involved in the day-to-day management of the Trust; (f) the Trustee shall maintain on behalf of the Trust all business trust records and books of account of the Trust and neither the Trustee nor any Subordinated Certificateholder shall cause the Trust to commingle its business trust records and books of account with the Dealer Manager that: a. The Trust will promptly advise corporate records and books of account of any other entity, and the Dealer Manager books and records maintained by the Subordinated Certificateholders or the Trustee on behalf of the receipt Trust shall reflect the separate existence of any material comments ofthe Trust; (g) the Trustee shall comply with such formalities as may be necessary under the Business Trust Statute to authorize all of the Trust's actions as may be required by law; (h) the Trustee shall cause the Trust to (1) conduct its business in an office separate from that of each Subordinated Certificateholder and the Depositor, (2) maintain stationery separate from that of each Subordinated Certificateholder and the Depositor, (3) pay all of its own expenses, (4) observe all statutory formalities, and (5) keep in full effect its existence, rights and franchises as a business trust under the laws of the State of Delaware; and the Administrator shall cause the Trust to obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or requests will be necessary to protect the validity and enforceability of this Agreement; (i) the persons performing financial and operational services, including, without limitation, maintenance of the books and records of the Trust or incurring expenses in connection with such services shall receive compensation for additional such services rendered or supplemental information from, expenses incurred in an amount equal to the SEC fair value of such services and expenses; to the extent that the Trust expects such comments leases premises from a Subordinated Certificateholder or requests will have affiliates of a Material Adverse Effect on Subordinated Certificateholder, each of the Trust foregoing shall pay appropriate reasonable compensation or the Shares rental; and of any proposed amendment or supplement to the Private Placement Memorandum. Prior to amending or supplementing the Private Placement Memorandum, the Trust shall furnish to be directly responsible for the Dealer Manager costs of its own outside legal, auditing and other similar services and shall provide for its review, own operating expenses and liabilities from its own funds; and (j) any consolidated financial statements which consolidate the assets and earnings of a reasonable period of time prior to the proposed use thereof, a copy of each such proposed amendment or supplement. The Trust will file and amend a Form D in accordance Subordinated Certificateholder with the rules and regulations those of the Securities Act. b. The Trust will, at no expense to shall contain a footnote or other statement stating that the Dealer Manager, furnish the Dealer Manager with such number assets of printed copies of the Private Placement Memorandum, including all amendments and exhibits thereto, and the Authorized Sales Materials as the Dealer Manager may reasonably request. The Trust will similarly furnish to the Dealer Manager and Participating Broker-Dealers designated by the Dealer Manager as many copies of the following documents as the Dealer Manager may reasonably request in connection with the sale of Shares: (a) the Private Placement Memorandum, including all amendments and exhibits thereto; and (b) any other Authorized Sales Materials. c. The Trust will use its commercially reasonable efforts to (a) qualify the Shares for sale under, or to establish the exemption of the sale of the Shares from qualification or registration under, the applicable state securities laws, or the applicable laws of any non-U.S. jurisdiction, designated in Schedule II hereto (the “Qualified Jurisdictions”) and (b) maintain such qualifications or exemptions in effect throughout the Offering. In connection therewith, the Trust will prepare and file all such reports as may not be required by the securities regulatory authorities in the Qualified Jurisdictions in which the Shares have been sold, provided that the Dealer Manager shall have provided the Trust with any information required for such filings or reports that is in the Dealer Manager’s possession. The Trust will notify the Dealer Manager promptly following each date of (i) the effectiveness of qualification or exemption of Shares in any additional jurisdiction in which the sale of Shares has been authorized by appropriate state regulatory authorities; and (ii) a change in the status available to creditors of the qualification or exemption of Subordinated Certificateholder; the Shares in any jurisdiction in any respect. The Trust will file and obtain clearance of the Authorized Sales Materials only to the extent required by FINRA or applicable state securities laws. The Trust will furnish to the Dealer Manager a copy of such papers filed by the Trust in connection with any such qualification. d. If at any time when a Private Placement Memorandum is delivered to a potential investor any event occurs as a result of which, in the opinion of either the Trust or the Dealer Manager, the Private Placement Memorandum would include an untrue statement of a material fact or omit to state any material fact necessary to make the financial statements therein, in light of the circumstances under which they were made, not misleading, the Trust will promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and will effect the preparation of an amended or supplemental Private Placement Memorandum that will correct such statement or omission. e. The Trust is conducting the offering of Shares as a private placement and shall not take any action that (i) causes the offering of the Shares to lose any exemption from registration with the SEC provided by Section 4(a)(2if any) of the Securities Act and/or any regulations promulgated thereunder or (ii) causes Trust shall disclose that the offering assets of Shares to lose its exemption from registration provided by Rule 506(b) of Regulation D under the Securities Act. f. The Trust will operate in a manner so as to enable the Trust are not available to qualify to be taxed as a REIT under the Code, for each taxable year during which it elects to be treated as a REIT under the Code; provided, however, that at the discretion pay creditors of the Trust’s board of trustees, it may elect to not be so treatedany Subordinated Certificateholder.

Covenants of the Trust. and the Bank --------------------------------------------- 8.01 The Trust covenants and agrees with the Dealer Manager that: a. The Trust will shall promptly advise the Dealer Manager of the receipt of any material comments of, or requests for additional or supplemental information from, the SEC to the extent that the Trust expects such comments or requests will have a Material Adverse Effect on the Trust or the Shares and of any proposed amendment or supplement to the Private Placement Memorandum. Prior to amending or supplementing the Private Placement Memorandum, the Trust shall furnish to the Dealer Manager for its review, a reasonable period Bank the following: (a) A certified copy of time prior the resolution of the Board of Trustees of the Trust authorizing the appointment of the Bank and the execution and delivery of this Agreement. (b) A copy of the Agreement and Declaration of Trust and By-Laws of the Trust and all amendments thereto. 8.02 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the proposed use thereofTrust for safekeeping of stock certificates, a copy check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 8.03 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of each the Investment Company Act of 1940, as amended, and the Rules thereunder, the Bank agrees that all such proposed amendment records prepared or supplement. The maintained by the Bank relating to the services to be performed by the Bank hereunder are the property of the Trust and will file be preserved, maintained and amend a Form D made available in accordance with such Section and Rules, and will be surrendered promptly to the rules Trust on and regulations in accordance with its request. 8.04 The Bank and the Trust agree that all books, records, information and data pertaining to the business of the Securities Act. b. The Trust will, at no expense other party which are exchanged or received pursuant to the Dealer Manager, furnish negotiation or the Dealer Manager with such number carrying out of printed copies of the Private Placement Memorandum, including all amendments and exhibits theretothis Agreement shall remain confidential, and the Authorized Sales Materials as the Dealer Manager may reasonably request. The Trust will similarly furnish shall not be voluntarily disclosed to the Dealer Manager and Participating Broker-Dealers designated by the Dealer Manager as many copies of the following documents as the Dealer Manager may reasonably request in connection with the sale of Shares: (a) the Private Placement Memorandum, including all amendments and exhibits thereto; and (b) any other Authorized Sales Materials. c. The Trust will use its commercially reasonable efforts to (a) qualify the Shares for sale underperson, except as may be requested by a governmental entity or to establish the exemption of the sale of the Shares from qualification or registration under, the applicable state securities laws, or the applicable laws of any non-U.S. jurisdiction, designated in Schedule II hereto (the “Qualified Jurisdictions”) and (b) maintain such qualifications or exemptions in effect throughout the Offering. In connection therewith, the Trust will prepare and file all such reports as may be required by law. 8.05 In cases of any requests or demands for the securities regulatory authorities in inspection of the Qualified Jurisdictions in which Shareholder records of the Shares have been soldTrust, provided that the Dealer Manager shall have provided Bank will endeavor to notify the Trust with any information required for and to secure instructions from an authorized officer of the Trust as to such filings or reports that is in the Dealer Manager’s possessioninspection. The Trust will notify Bank reserves the Dealer Manager promptly following each date of (i) the effectiveness of qualification or exemption of Shares in any additional jurisdiction in which the sale of Shares has been authorized by appropriate state regulatory authorities; and (ii) a change in the status of the qualification or exemption of the Shares in any jurisdiction in any respect. The Trust will file and obtain clearance of the Authorized Sales Materials only to the extent required by FINRA or applicable state securities laws. The Trust will furnish to the Dealer Manager a copy of such papers filed by the Trust in connection with any such qualification. d. If at any time when a Private Placement Memorandum is delivered to a potential investor any event occurs as a result of which, in the opinion of either the Trust or the Dealer Manager, the Private Placement Memorandum would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Trust will promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and will effect the preparation of an amended or supplemental Private Placement Memorandum that will correct such statement or omission. e. The Trust is conducting the offering of Shares as a private placement and shall not take any action that (i) causes the offering of the Shares to lose any exemption from registration with the SEC provided by Section 4(a)(2) of the Securities Act and/or any regulations promulgated thereunder or (ii) causes the offering of Shares to lose its exemption from registration provided by Rule 506(b) of Regulation D under the Securities Act. f. The Trust will operate in a manner so as to enable the Trust to qualify to be taxed as a REIT under the Code, for each taxable year during which it elects to be treated as a REIT under the Code; providedright, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that at the discretion of the Trust’s board of trustees, it may elect be held liable for the failure to not be so treatedexhibit the Shareholder records to such person.

Covenants of the Trust. The Trust hereby covenants to the Agents that it will do the following: (a) endeavour to fulfil all legal requirements to permit the offering and agrees sale of the Notes as contemplated in this Agency Agreement; (b) allow the Agents to participate fully and assist in the preparation of the Preliminary Prospectus, the Shelf Prospectus and the Prospectus Supplement and shall allow the Agents to conduct all “due diligence” investigations which the Agents may reasonably require to fulfil the Agents’ obligations as agents and to enable the Agents responsibly to execute any certificate required to be executed by the Agents in such documentation; (c) comply with the Dealer Manager that: a. The Trust Securities Act (Ontario) and with the other comparable provisions of the Applicable Securities Laws, if any, in each of the Selling Provinces and during the period from the date of signing the Prospectus Supplement to the completion of distribution of the Notes will promptly advise inform the Dealer Manager Agents in writing of the receipt full particulars of any material comments ofchange, actual, anticipated, contemplated or requests for additional or supplemental information from, the SEC to the extent that the Trust expects such comments or requests will have a Material Adverse Effect on the Trust or the Shares and of any proposed amendment or supplement to the Private Placement Memorandum. Prior to amending or supplementing the Private Placement Memorandum, the Trust shall furnish to the Dealer Manager for its review, a reasonable period of time prior to the proposed use thereof, a copy of each such proposed amendment or supplement. The Trust will file and amend a Form D in accordance with the rules and regulations of the Securities Act. b. The Trust will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number of printed copies of the Private Placement Memorandum, including all amendments and exhibits thereto, and the Authorized Sales Materials as the Dealer Manager may reasonably request. The Trust will similarly furnish to the Dealer Manager and Participating Broker-Dealers designated by the Dealer Manager as many copies of the following documents as the Dealer Manager may reasonably request in connection with the sale of Shares: (a) the Private Placement Memorandum, including all amendments and exhibits thereto; and (b) any other Authorized Sales Materials. c. The Trust will use its commercially reasonable efforts to (a) qualify the Shares for sale under, or to establish the exemption of the sale of the Shares from qualification or registration under, the applicable state securities laws, or the applicable laws of any non-U.S. jurisdiction, designated in Schedule II hereto (the “Qualified Jurisdictions”) and (b) maintain such qualifications or exemptions in effect throughout the Offering. In connection therewith, the Trust will prepare and file all such reports as may be required by the securities regulatory authorities in the Qualified Jurisdictions in which the Shares have been sold, provided that the Dealer Manager shall have provided the Trust with any information required for such filings or reports that is in the Dealer Manager’s possession. The Trust will notify the Dealer Manager promptly following each date of (i) the effectiveness of qualification or exemption of Shares in any additional jurisdiction in which the sale of Shares has been authorized by appropriate state regulatory authorities; and (ii) a change in the status of the qualification or exemption of the Shares in any jurisdiction in any respect. The Trust will file and obtain clearance of the Authorized Sales Materials only to the extent required by FINRA or applicable state securities laws. The Trust will furnish to the Dealer Manager a copy of such papers filed by the Trust in connection with any such qualification. d. If at any time when a Private Placement Memorandum is delivered to a potential investor any event occurs as a result of whichthreatened, in the opinion Condition of either the Trust or the Dealer ManagerOriginator or of any change in any material fact contained or referred to in the Preliminary Prospectus, the Private Placement Memorandum would include an Shelf Prospectus or the Prospectus Supplement, and of the existence or discovery of any material fact or any other event or circumstance which is, or may be, of such a nature as to render the Preliminary Prospectus, the Shelf Prospectus or the Prospectus Supplement untrue, false or misleading in a material respect or result in a misrepresentation. The Trust shall, to the satisfaction of the Agents and its legal counsel acting reasonably, promptly comply with all applicable filing and other requirements under the Applicable Securities Laws as a result of such fact, change, event or circumstance. The Trust shall, in good faith, first discuss with the Agents any actual or proposed change, event, circumstance or fact which is of such a nature that there is reasonable doubt whether notice need be given to the Agents pursuant to this Section 7(c) and, in any event, prior to making any filing referred to in this Section 7(c). For greater certainty, it is understood and agreed that if the Agents determine, after consultation with the Trust, acting reasonably, that a material change or change in a material fact has occurred which makes untrue or misleading any statement of a material fact contained in the Preliminary Prospectus, the Shelf Prospectus or omit to state any material fact necessary to make the statements thereinProspectus Supplement, or which may result in light of the circumstances under which they were made, not misleadinga misrepresentation, the Trust will promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and will effect the preparation of an amended or supplemental Private Placement Memorandum that will correct such statement or omission.will: e. The Trust is conducting the offering of Shares as a private placement and shall not take any action that (i) causes prepare and file promptly at the offering request of the Shares to lose Agents any exemption from registration with the SEC provided by Section 4(a)(2) of the Securities Act and/or any regulations promulgated thereunder Prospectus Amendment which in its opinion, acting reasonably, may be necessary or advisable; and (ii) causes contemporaneously with filing the offering of Shares to lose its exemption from registration provided by Rule 506(b) of Regulation D Prospectus Amendment under the Applicable Securities ActLaws, deliver to the Agents: (A) a copy of the Prospectus Amendment, originally signed as required by the Applicable Securities Laws; (B) an originally signed copy of all documents relating to the proposed distribution of the Notes and filed with the Prospectus Amendment under the Applicable Securities Laws; and (C) such other documents as the Agents shall reasonably require. f. The Trust (d) advise the Agents, promptly after receiving notice thereof, of the time when the Preliminary Prospectus, Shelf Prospectus, Prospectus Supplement and any Prospectus Amendment has been filed and receipts have been obtained and will operate in a manner so as provide evidence satisfactory to enable the Agents of each filing and the issuance of receipts. (e) advise the Agents, promptly after receiving notice or obtaining knowledge, of: (i) the issuance by any Securities Commission of any order suspending or preventing the use of the Preliminary Prospectus, the Shelf Prospectus or the Prospectus Supplement; (ii) any notice or other correspondence received by it from any Governmental Authority or person requesting any information, meeting or hearing relating to any event or state of affairs that the Trust reasonably believes may be material to qualify the Agents; (iii) the suspension of the qualification of the Notes for offering, distribution or sale in any of the Selling Provinces; (iv) the institution, threat or contemplation of any proceeding for any of those purposes; or (v) any requests made by any Securities Commission for amending or supplementing the Preliminary Prospectus, the Shelf Prospectus or the Prospectus Supplement or for additional information and, unless otherwise agreed to by the Agents, will use its reasonable best efforts to prevent the issuance of any such order referred to in Section 7(e)(i) and, if any such order is issued, to obtain the withdrawal of the order promptly; and (f) use reasonable best efforts to promptly do, make, execute, deliver or cause to be taxed done, made, executed or delivered, all such acts, documents and things as a REIT under the Code, Agents may reasonably require from time to time for each taxable year during which it elects the purpose of giving effect to this Agency Agreement and the transactions contemplated by the Prospectus and take all such steps as may be treated as a REIT under reasonably within their power to implement to their full extent the Code; provided, however, that at provisions of this Agency Agreement and the discretion of transactions contemplated by the Trust’s board of trustees, it may elect to not be so treatedProspectus.

Covenants of the Trust. The Trust covenants with you, and agrees with each Underwriter participating in the offering of Underwritten Securities, as follows: (a) Immediately following the execution of the applicable Terms Agreement, the Trust will prepare a Prospectus Supplement setting forth the number of Underwritten Securities covered thereby and their terms not otherwise specified in the Prospectus pursuant to which the Underwritten Securities are being issued, the names of the Underwriters participating in the offering and the number of Underwritten Securities which each severally has agreed to purchase, the names of the Underwriters acting as co-managers in connection with the Dealer Manager that: a. The offering, the price at which the Underwritten Securities are to be purchased by the Underwriters from the Trust, the initial public offering price, if any, the selling concession and reallowance, if any, any delayed delivery arrangements, and such other information as you and the Trust deem appropriate in connection with the offering of the Underwritten Securities; and the Trust will promptly advise the Dealer Manager transmit copies of the receipt of any material comments of, or requests for additional or supplemental information from, the SEC Prospectus Supplement to the extent that Commission for filing pursuant to Rule 424(b) of the Trust expects such comments or requests 1933 Act Regulations and will have a Material Adverse Effect on the Trust or the Shares and of any proposed amendment or supplement to the Private Placement Memorandum. Prior to amending or supplementing the Private Placement Memorandum, the Trust shall furnish to the Dealer Manager for its review, a reasonable period of time prior to the proposed use thereof, a copy of each such proposed amendment or supplement. The Trust will file and amend a Form D in accordance with the rules and regulations of the Securities Act. b. The Trust will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number of printed copies of the Private Placement Memorandum, including all amendments and exhibits thereto, and the Authorized Sales Materials as the Dealer Manager may reasonably request. The Trust will similarly furnish to the Dealer Manager and Participating Broker-Dealers designated by the Dealer Manager Underwriters named therein as many copies of the following documents Prospectus (including such Prospectus Supplement) as you shall reasonably request. If the Dealer Manager may reasonably request in connection with Trust elects to rely on Rule 434 under the sale of Shares: (a) the Private Placement Memorandum, including all amendments and exhibits thereto; and (b) any other Authorized Sales Materials. c. The Trust will use its commercially reasonable efforts to (a) qualify the Shares for sale under, or to establish the exemption of the sale of the Shares from qualification or registration under, the applicable state securities laws, or the applicable laws of any non-U.S. jurisdiction, designated in Schedule II hereto (the “Qualified Jurisdictions”) and (b) maintain such qualifications or exemptions in effect throughout the Offering. In connection therewith1933 Act Regulations, the Trust will prepare an abbreviated term sheet that complies with the requirements of Rule 434 under the 1933 Act Regulations and will provide the Underwriters with copies of the form of Rule 434 Prospectus, in such number as the Underwriters may reasonably request, and promptly file all such reports as may be required by or transmit for filing with the securities regulatory authorities Commission the form of Prospectus complying with Rule 434(c)(2) of the 1933 Act Regulations in accordance with Rule 424(b) of the Qualified Jurisdictions in which the Shares have been sold, provided that the Dealer Manager shall have provided the Trust with any information required for such filings or reports that is in the Dealer Manager’s possession. 1933 Act Regulations. (b) The Trust will notify the Dealer Manager promptly following each date you immediately, and confirm such notice in writing, of (i) the effectiveness of qualification or exemption of Shares in any additional jurisdiction in which amendment to the sale of Shares has been authorized by appropriate state regulatory authorities; and Registration Statement, (ii) a change in the status transmittal to the Commission for filing of any Prospectus Supplement or other supplement or amendment to the Prospectus to be filed pursuant to the 1934 Act, (iii) the receipt of any comments from the Commission, (iv) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (v) the issuance by the Commission of any stop order suspending the effectiveness of the qualification Registration Statement or exemption the initia- tion of any proceedings for that purpose; and the Trust will make every reasonable effort to prevent the issuance of any such stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (c) At any time when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act in connection with sales of the Shares Underwritten Securities, the Trust will give you notice of its intention to file or prepare any amendment to the Registration Statement or any amendment or supplement to the Prospectus, whether pursuant to the 1933 Act, 1934 Act or otherwise, including any revised prospectus which the Trust proposes for use by the Underwriters in connection with an offering of Underwritten Securities which differs from the Prospectus on file at the Commission at the time the Registration Statement first became effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations, or any jurisdiction abbreviated term sheet prepared in reliance on Rule 434 of the 1933 Act Regulations, and will furnish you with copies of any respect. such amendment or supplement in a reasonable amount of time prior to such proposed filing or use and, unless required by law, will not file or use any such amendment or supplement or other documents in a form to which you or counsel for the Underwriters shall reasonably object. (d) The Trust will file and obtain clearance deliver to the lead Underwriter a signed copy of the Authorized Sales Materials only Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated by reference therein) and will also deliver to each Underwriter upon its request a conformed copy of the extent required Registration Statement as originally filed and of each amendment thereto (including documents incorporated by FINRA or applicable state securities laws. reference but without exhibits). (e) The Trust will furnish to each Underwriter, from time to time during the Dealer Manager a copy of such papers filed by period when the Trust Prospectus is required to be delivered under the 1933 Act or the 1934 Act in connection with any sales of the Underwritten Securities, such qualificationnumber of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations. d. (f) If at any time when a Private Placement Memorandum the Prospectus is required to be delivered to a potential investor under the 1933 Act or the 1934 Act in connection with sales of the Underwritten Securities any event occurs shall occur or condition exist as a result of whichwhich it is necessary, in the opinion of either counsel for the Trust Underwriters or counsel for the Dealer ManagerTrust, to amend or supplement the Private Placement Memorandum would Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of either such counsel, at any such time to amend or supplement the Registration Statement or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, then the Trust will promptly prepare and file with the Commission such amendment or supplement, whether by filing documents pursuant to the 1933 Act, the 1934 Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement and Prospectus comply with such requirements; and the Trust will furnish to the Underwriters a reasonable number of copies of such amendment or supplement in a reasonable amount of time prior to such proposed filing and, unless required by law, will not file any such amendment or supplement or other documents in a form to which you or counsel for the Underwriters shall reasonably object. (g) The Trust will endeavor, in cooperation with the Underwriters, to qualify the Underwritten Securities, the Warrant Securities, if any, and the Common Shares issuable upon conversion of the Preferred Shares or the Depositary Shares, if any, for offering and sale under the applicable securities laws and real estate syndication laws of such states and other jurisdictions of the United States as you may designate. In each jurisdiction in which they were madethe Underwritten Securities, not misleadingthe Warrant Securities, if any, and the Common Shares issuable upon conversion of the Preferred Shares or the Depositary Shares, if any, have been so qualified, the Trust will promptly notify file such statements and reports as may be required by the Dealer Manager thereof (unless laws of such jurisdiction to continue such qualification in effect for so long as may be required for the information shall have been received from the Dealer Manager) and will effect the preparation of an amended or supplemental Private Placement Memorandum that will correct such statement or omission. e. The Trust is conducting the offering of Shares as a private placement and shall not take any action that (i) causes the offering distribution of the Underwritten Securities, the Warrant Securities, if any, the Common Shares to lose any exemption from registration with the SEC provided by Section 4(a)(2) issuable upon conversion of the Securities Act and/or any regulations promulgated thereunder Preferred Shares or (ii) causes the offering of Shares to lose its exemption from registration provided by Rule 506(b) of Regulation D under the Securities Act. f. The Trust will operate in a manner so as to enable the Trust to qualify to be taxed as a REIT under the CodeDepositary Shares, for each taxable year during which it elects to be treated as a REIT under the Codeif any; provided, however, that at the discretion Trust shall not be obligated to qualify as a foreign corporation in any jurisdiction where it is not so qualified. (h) With respect to each sale of Underwritten Securities, the Trust will make generally available to its security holders as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 of the 1933 Act Regulations) covering a twelve month period beginning not later than the first day of the Trust’s board 's fiscal quarter next following the "effective date" (as defined in such Rule 158) of trusteesthe Registration Statement. (i) The Trust will use the net proceeds received by it from each sale of Underwritten Securities substantially in the manner specified in the applicable Prospectus Supplement under the caption "Use of Proceeds". (j) The Trust will use its best efforts to continue to meet the requirements to qualify as a "real estate investment trust" under the Code for the taxable year in which sales of the Underwritten Securities are to occur. (k) The Trust, it may elect during the period when the Prospectus is required to not be so treateddelivered under the 1933 Act or the 1934 Act in connection with sales of the Underwritten Securities, will file promptly all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the 1934 Act within the time periods prescribed by the 1934 Act and the 1934 Act Regulations.

Covenants of the Trust. The Trust covenants and agrees with the Dealer Manager Agent that: a. (a) The Trust will promptly use its best efforts (i) to cause the Registration Statement to become effective under the 1933 Act, and (ii) if required, to cause the issuance of any orders exempting the Trust from any provisions of the 1940 Act, in which case it will advise the Dealer Manager Agent promptly as to the time at which any such orders are issued. (b) The Trust will orally notify the Agent promptly, and confirm the notice in writing, of the (i) effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), (ii) receipt of any material comments offrom the Commission, or requests (iii) request by the Commission for additional or supplemental information from, the SEC any amendment to the extent that the Trust expects such comments or requests will have a Material Adverse Effect on the Trust or the Shares and of Registration Statement, any proposed amendment or supplement to the Private Placement MemorandumProspectus or additional information, (iv) issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, (v) issuance by the Commission of an order of suspension or revocation of the notification on Form N-8A of registration of the Trust as an investment company under the 1940 Act or the initiation of any proceeding for that purpose and (vi) suspension of the qualification of the Common Shares for offering or sale in any jurisdiction. Prior The Trust will make every reasonable effort to amending prevent the issuance of any stop order described in subsection (iv) hereunder or supplementing any order of suspension or revocation described in subsection (v) or subsection (vi) hereunder and, if any such stop order or order of suspension or revocation is issued, to obtain the Private Placement Memorandumlifting thereof at the earliest possible moment. (c) The Trust will give the Agent notice of its intention to file any amendment to the Registration Statement (including any post-effective amendment) or any amendment or supplement to the Prospectus (including any revised prospectus that the Trust proposes for use by the Agent, which differs from the prospectus on file at the Commission at the time the Registration Statement becomes effective, whether such revised prospectus is required to be filed pursuant to Rule 497(c) or Rule 497(h) of the Rules and Regulations), whether pursuant to the 1940 Act, the Trust shall 1933 Act, or otherwise, and will furnish to the Dealer Manager Agent and counsel for its review, the Agent with copies of any such amendment or supplement within a reasonable period amount of time prior to the proposed use thereof, a copy of each such proposed filing or use, as the case may be, and will not file any such amendment or supplement. The Trust will file and amend a Form D in accordance with supplement to which the rules and regulations of Agent or counsel for the Securities ActAgent reasonably shall object. b. The Trust will, at no expense (d) During the period in which a prospectus relating to the Dealer Manager, furnish Common Shares is required to be delivered under the Dealer Manager with such number of printed copies of the Private Placement Memorandum, including all amendments and exhibits thereto, and the Authorized Sales Materials as the Dealer Manager may reasonably request. The Trust will similarly furnish to the Dealer Manager and Participating Broker-Dealers designated by the Dealer Manager as many copies of the following documents as the Dealer Manager may reasonably request in connection with the sale of Shares: (a) the Private Placement Memorandum, including all amendments and exhibits thereto; and (b) any other Authorized Sales Materials. c. The Trust will use its commercially reasonable efforts to (a) qualify the Shares for sale under, or to establish the exemption of the sale of the Shares from qualification or registration under, the applicable state securities laws, or the applicable laws of any non-U.S. jurisdiction, designated in Schedule II hereto (the “Qualified Jurisdictions”) and (b) maintain such qualifications or exemptions in effect throughout the Offering. In connection therewith1933 Act, the Trust will prepare and file all such reports as with the Commission, promptly upon the Agent's request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent's or counsel for the Agent's reasonable opinion, may be required necessary or advisable in connection with the distribution of the Common Shares by the securities regulatory authorities in the Qualified Jurisdictions in which the Shares have been sold, provided that the Dealer Manager shall have provided the Trust with any information required for such filings or reports that is in the Dealer Manager’s possession. The Trust will notify the Dealer Manager promptly following each date of (i) the effectiveness of qualification or exemption of Shares in any additional jurisdiction in which the sale of Shares has been authorized by appropriate state regulatory authoritiesAgent; and (ii) a change in the status of the qualification or exemption of the Shares in any jurisdiction in any respect. The Trust will file and obtain clearance of the Authorized Sales Materials only to the extent required by FINRA or applicable state securities laws. The Trust it will furnish to the Dealer Manager Agent and counsel for the Agent at the time of filing thereof a copy of such papers any document that upon filing is deemed to be incorporated by reference in the Registration Statement or Prospectus; and the Trust 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 within the time period prescribed. (e) Within the time during which a prospectus relating to the Common Shares is required to be delivered under the 1933 Act, the Trust will comply as far as it is able with all requirements imposed upon it by the Trust 1933 Act and by the Rules and Regulations, as from time to time in connection with any force, so far as necessary to permit the continuance of sales of or dealings in the Common Shares as contemplated by the provisions hereof and the Prospectus. If during such qualification. d. If at any time when a Private Placement Memorandum is delivered to a potential investor period any event occurs as a result of which, in which the opinion of either the Trust Prospectus as then amended or the Dealer Manager, the Private Placement Memorandum supplemented would include an untrue statement of a material fact or omit to state any a material fact necessary to make the statements therein, in the light of the circumstances under which they were madethen existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus to comply with the 1933 Act, the Trust will promptly notify the Dealer Manager thereof (unless Agent to suspend the information shall have been received from offering of Common Shares during such period and the Dealer Manager) and Trust will effect amend or supplement the preparation of an amended Registration Statement or supplemental Private Placement Memorandum that will Prospectus so as to correct such statement or omissionomission or effect such compliance. e. (f) The Trust is conducting will use its best efforts to qualify the offering Common Shares for sale under the securities laws of Shares such jurisdictions as the Agent designates and to continue such qualifications in effect so long as required for the distribution of the Common Shares, except that the Trust shall not be required in connection therewith to qualify as a private placement foreign business trust or to execute a general consent to service of process in any jurisdiction. (g) The Trust will furnish to the Agent and shall its counsel (at the expense of the Trust) copies of the Registration Statement, the Prospectus and all amendments and supplements to the Registration Statement or Prospectus that are filed with the Commission during the period in which a prospectus relating to the Common Shares is required to be delivered under the 1933 Act, in each case as soon as available and in such quantities as the Agent may from time to time reasonably request and will also furnish copies of the Prospectus to the NYSE in accordance with Rule 153 of the Rules and Regulations and the Trust and the Agent agree that the delivery of the Prospectus to any other person is not take required under this Agreement for so long as the Common Shares are listed on the NYSE. (h) The Trust will make generally available to its security holders as soon as practicable, but in any action event not later than 60 days after the close of the period covered thereby, an earnings statement in form complying with the provisions of Rule 158 of the Rules and Regulations covering a 12-month period that satisfies the provisions of Section 11(a) of the Act and Rule 158 of the Rules and Regulations. (i) causes The Trust, whether or not the offering transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses incident to the performance of its obligations hereunder, including, but not limited to, expenses relating to (i) the printing and filing of the Shares to lose any exemption from registration with the SEC provided by Section 4(a)(2) Registration Statement as originally filed and of the Securities Act and/or any regulations promulgated thereunder or each amendment thereto, (ii) causes the offering preparation, issuance and delivery of the Common Shares, (iii) the reasonable fees and disbursements of the Trust's counsel and accountants, (iv) the qualification of the Common Shares to lose its exemption from registration provided by Rule 506(bunder securities laws in accordance with the provisions of Section 4(f) of Regulation D under this Agreement, including filing fees and any reasonable fees or disbursements of counsel for the Agent in connection therewith, (v) the printing and delivery to the Agent of copies of the preliminary prospectus, of the Prospectus and any amendments or supplements thereto, and of this Agreement, (vi) the fees and expenses incurred in connection with the listing of the Common Shares on the NYSE, and (vii) the filing fees of the Commission and the National Association of Securities Act. f. Dealers, Inc. The Trust Agent will operate in a manner so as to enable pay the Trust to qualify to be taxed as a REIT under the Code, for each taxable year during which it elects to be treated as a REIT under the Codefees and disbursements of its legal counsel; provided, however, that if o Common Shares are not sold by the Agent pursuant to the terms of this Agreement within nine months of the date of this Agreement, then the Company will promptly, upon the request of the Agent, reimburse the Agent for the fees and disbursements of the Agent's legal counsel incurred in connection with the establishment of the structured equity shelf program established by this Agreement up to an amount of $50,000. (j) The Trust will apply the net proceeds from the sale of the Common Shares as set forth in the Prospectus. (k) The Trust will not, directly or indirectly, offer or sell any Common Shares (other than the Common Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for, or any rights to purchase or acquire, Common Shares during the period from the date of this Agreement through the final Closing Date for the sale of Shares hereunder without (a) giving the Agent at least one business day's prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (b) suspending activity under this program for such period of time as may reasonably be determined by agreement of the Trust and the Agent; provided, however, that no such notice and suspension shall be required in connection with the Trust's issuance or sale of Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding on the date hereof or in connection with the Trust's issuance or sale of Common Shares under the terms of the Cash Purchase Plan (as in effect on the date hereof). (l) The Trust will, at any time during the term of this Agreement, as supplemented from time to time, advise the Agent immediately after it shall have received notice or obtain knowledge thereof, of any information or fact that would alter or affect any opinion, certificate, letter and other document provided to the Agent pursuant to Section 5 herein. (m) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than a supplement filed pursuant to Rule 497(h) under the 1933 Act that contains solely the information set forth in the final paragraph of Section 3 of this Agreement), the Trust shall furnish or cause to be furnished to the Agent forthwith a certificate dated the date of filing with the Commission of such amendment or supplement, the date of effectiveness of amendment, as the case may be, in form satisfactory to the Agent to the effect that the statements contained in the certificate referred to in Section 5(f) hereof which were last furnished to the Agent are true and correct at the discretion 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 and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(f), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate. (n) Each time that the Registration Statement or the Prospectus is amended or supplemented (other than a supplement filed pursuant to Rule 497(h) under the 1933 Act that contains solely the information set forth in the final paragraph of Section 3 of this Agreement), the Trust shall furnish or cause to be furnished forthwith to the Agent and to counsel to the Agent a written opinion of Dechert Price & Rhoads, counsel to the Trust ("Trust Counsel"), or other counsel xxxxsfactory to the Agent, 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 Agent, of the same tenor as the opinion and additional statement referred to in Section 5(d) hereof, 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. (o) Each time that the Registration Statement or the Prospectus shall be amended or supplemented to include additional amended financial information or there is filed with the Commission any document incorporated by reference into the Prospectus which contains additional amended financial information, the Trust shall cause KPMG Peat Marwick LLP, or other independent accountants satisfactory to the Agent, forthwith to furnish the Agent, with a copy to counsel to the Agent, 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 Agent, of the same tenor as the letter referred to in Section 5(e) hereof but modified to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter; provided, however, that the Agent acknowledges that no such letter shall be required for a supplement filed pursuant to Rule 497(h) under the 1933 Act that contains solely the information set forth in the final paragraph of Section 3 of this Agreement. (p) The Trust hereby consents to the Agent trading in the Trust’s board 's Common Shares for the Agent's own account and at the same time as the Trust's sales agent pursuant to this Agreement. (q) The Trust will use its best efforts to maintain its qualification as a regulated investment company entitled to the benefits of trusteesSubchapter M of the Code. (r) The Trust and the Investment Manager will not, it may elect directly or indirectly, (i) take any action designed to not cause or result in, or that constitutes or might reasonably be so treatedexpected to constitute, the stabilization or manipulation of the price of any security of the Trust to facilitate the sale or resale of the Common Shares or (ii) except for the Privately Negotiated Transactions and sales pursuant to the Cash Purchase Plan, sell, bid for, purchase, or pay anyone any compensation for soliciting purchases of the Common Shares or pay or agree to pay any person any compensation for soliciting another to purchase any other securities of the Trust (except for the sale of Common Shares under this Agreement).

Covenants of the Trust. The II ON BEHALF OF THE ACQUIRING FUND AND THE TRUST ON BEHALF OF THE ACQUIRED FUND 5.1 Except as expressly contemplated herein to the contrary, the Trust covenants on behalf of the Acquired Fund and agrees with the Dealer Manager that:Trust II on behalf of Acquiring Fund, will operate their respective businesses in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include customary dividends and distributions and any other distributions necessary or desirable to avoid federal income or excise taxes. a. 5.2 The Trust will promptly advise the Dealer Manager call a meeting of the receipt Acquired Fund shareholders to consider and act upon this Agreement and to take all other action necessary to obtain approval of the transactions contemplated herein. 5.3 The Acquired Fund covenants that the Acquiring Fund Shares to be issued hereunder are not being acquired by the Acquired Fund for the purpose of making any material comments ofdistribution thereof other than in accordance with the terms of this Agreement. 5.4 The Trust on behalf of the Acquired Fund will provide such information within its possession or reasonably obtainable as the Trust II on behalf of the Acquiring Fund requests concerning the beneficial ownership of the Acquired Fund's shares of beneficial interest. 5.5 Subject to the provisions of this Agreement, the Acquiring Fund and the Acquired Fund each shall take, or requests for additional cause to be taken, all action, and do or supplemental information fromcause to be done, all things reasonably necessary, proper or advisable to consummate the SEC to transactions contemplated by this Agreement. 5.6 The Trust on behalf of the extent that the Trust expects such comments or requests will have a Material Adverse Effect on the Trust or the Shares and of any proposed amendment or supplement to the Private Placement Memorandum. Prior to amending or supplementing the Private Placement Memorandum, the Trust Acquired Fund shall furnish to the Dealer Manager for its reviewTrust II on behalf of the Acquiring Fund on the Closing Date the Statement of Assets and Liabilities of the Acquired Fund as of the Closing Date, a reasonable period of time prior to the proposed use thereof, a copy of each such proposed amendment or supplement. The Trust will file and amend a Form D which statement shall be prepared in accordance with generally accepted accounting principles consistently applied and shall be certified by the Acquired Fund's Treasurer or Assistant Treasurer. As promptly as practicable but in any case within 60 days after the Closing Date, the Acquired Fund shall furnish to the Acquiring Fund, in such form as is reasonably satisfactory to the Trust II, a statement of the earnings and profits of the Acquired Fund for federal income tax purposes and of any capital loss carryovers and other items that will be carried over to the Acquiring Fund as a result of Section 381 of the Code, and which statement will be certified by the President of the Acquired Fund. 5.7 The Trust II on behalf of the Acquiring Fund will prepare and file with the Commission the Registration Statement in compliance with the 1933 Act and the 1940 Act in connection with the issuance of the Acquiring Fund Shares as contemplated herein. 5.8 The Trust on behalf of the Acquired Fund will prepare a Proxy Statement, to be included in the Registration Statement in compliance with the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the 1940 Act and the rules and regulations of thereunder (collectively, the Securities Act. b. The Trust will, at no expense to the Dealer Manager, furnish the Dealer Manager with such number of printed copies of the Private Placement Memorandum, including all amendments and exhibits thereto, and the Authorized Sales Materials as the Dealer Manager may reasonably request. The Trust will similarly furnish to the Dealer Manager and Participating Broker-Dealers designated by the Dealer Manager as many copies of the following documents as the Dealer Manager may reasonably request "Acts") in connection with the sale special meeting of Shares: (a) shareholders of the Private Placement Memorandum, including all amendments and exhibits thereto; and (b) any other Authorized Sales MaterialsAcquired Fund to consider approval of this Agreement. c. The Trust will use its commercially reasonable efforts to (a) qualify 5.9 Neither the Shares for sale under, or to establish Acquired Fund nor the exemption of the sale of the Shares from qualification or registration under, the applicable state securities laws, or the applicable laws of any non-U.S. jurisdiction, designated in Schedule II hereto (the “Qualified Jurisdictions”) and (b) maintain such qualifications or exemptions in effect throughout the Offering. In connection therewith, the Trust will prepare and file all such reports as may be required by the securities regulatory authorities in the Qualified Jurisdictions in which the Shares have been sold, provided that the Dealer Manager Acquiring Fund shall have provided the Trust with any information required for such filings or reports that is in the Dealer Manager’s possession. The Trust will notify the Dealer Manager promptly following each date of (i) the effectiveness of qualification or exemption of Shares in any additional jurisdiction in which the sale of Shares has been authorized by appropriate state regulatory authorities; and (ii) a change in the status of the qualification or exemption of the Shares in any jurisdiction in any respect. The Trust will file and obtain clearance of the Authorized Sales Materials only to the extent required by FINRA or applicable state securities laws. The Trust will furnish to the Dealer Manager a copy of such papers filed by the Trust in connection with any such qualification. d. If at any time when a Private Placement Memorandum is delivered to a potential investor any event occurs as a result of which, in the opinion of either the Trust or the Dealer Manager, the Private Placement Memorandum would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Trust will promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and will effect the preparation of an amended or supplemental Private Placement Memorandum that will correct such statement or omission. e. The Trust is conducting the offering of Shares as a private placement and shall not take any action that (i) causes the offering of the Shares to lose any exemption from registration is inconsistent with the SEC provided by representations set forth in, with respect to the Acquired Fund, the Acquired Fund Tax Representation Certificate, and with respect to the Acquiring Fund, the Acquiring Fund Tax Representation Certificate, to the extent such action would prevent the reorganization from qualifying as a "reorganization" under Section 4(a)(2368(a) of the Securities Act and/or any regulations promulgated thereunder or (ii) causes the offering of Shares to lose its exemption from registration provided by Rule 506(b) of Regulation D under the Securities ActCode. f. The Trust will operate in a manner so as to enable the Trust to qualify to be taxed as a REIT under the Code, for each taxable year during which it elects to be treated as a REIT under the Code; provided, however, that at the discretion of the Trust’s board of trustees, it may elect to not be so treated.

Covenants of the Trust. on Behalf of the Fund. The Trust on -------------------------------------------------- behalf of the Fund hereby covenants and agrees with that through the Dealer Manager thatTermination Date and so long as a drawing is available under the Financial Warranty: a. The Trust will promptly advise (a) within 65 days after the Dealer Manager end of each fiscal year, it shall provide the Warranty Provider with true, accurate, correct and complete audited statements of assets and liabilities of the receipt of any material comments of, or requests for additional or supplemental information from, the SEC to the extent that the Trust expects such comments or requests will have a Material Adverse Effect on the Trust or the Shares and of any proposed amendment or supplement to the Private Placement Memorandum. Prior to amending or supplementing the Private Placement Memorandum, the Trust shall furnish to the Dealer Manager for its review, a reasonable period of time prior to the proposed use thereof, a copy of each such proposed amendment or supplement. The Trust will file and amend a Form D Fund with values determined in accordance with the rules procedures described in the Registration Statement and regulations in accordance with the Investment Company Act, and an audited schedule of investments of the Securities Act. b. The Trust willFund, at no expense to each as of such fiscal year end. Such audited financial statements will fairly and accurately present in all material respects the Dealer Manager, furnish the Dealer Manager with such number of printed copies financial position of the Private Placement Memorandum, including all amendments and exhibits thereto, and the Authorized Sales Materials Fund as the Dealer Manager may reasonably request. The Trust will similarly furnish to the Dealer Manager and Participating Broker-Dealers designated by the Dealer Manager as many copies of the following documents as dates and for the Dealer Manager may reasonably request periods referred to therein and in connection conformity with the sale of Shares: (a) the Private Placement Memorandum, including all amendments and exhibits thereto; and (b) generally accepted accounting principles applied on a consistent basis. Such audited financial statements shall not contain any other Authorized Sales Materials. c. The Trust will use its commercially reasonable efforts to (a) qualify the Shares for sale under, or to establish the exemption of the sale of the Shares from qualification or registration under, the applicable state securities laws, or the applicable laws of any non-U.S. jurisdiction, designated in Schedule II hereto (the “Qualified Jurisdictions”) and (b) maintain such qualifications or exemptions in effect throughout the Offering. In connection therewith, the Trust will prepare and file all such reports as may be required by the securities regulatory authorities in the Qualified Jurisdictions in which the Shares have been sold, provided that the Dealer Manager shall have provided the Trust with any information required for such filings or reports that is in the Dealer Manager’s possession. The Trust will notify the Dealer Manager promptly following each date of (i) the effectiveness of qualification or exemption of Shares in any additional jurisdiction in which the sale of Shares has been authorized by appropriate state regulatory authorities; and (ii) a change in the status of the qualification or exemption of the Shares in any jurisdiction in any respect. The Trust will file and obtain clearance of the Authorized Sales Materials only to the extent required by FINRA or applicable state securities laws. The Trust will furnish to the Dealer Manager a copy of such papers filed by the Trust in connection with any such qualification. d. If at any time when a Private Placement Memorandum is delivered to a potential investor any event occurs as a result of which, in the opinion of either the Trust or the Dealer Manager, the Private Placement Memorandum would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, in each case as of the Trust dates and for the periods referred to in such audited financial statements; (b) it shall provide the Warranty Provider with accurate, correct and complete semi-annual (and if required to be filed with the Commission by applicable law, quarterly) unaudited statements of assets and liabilities of the Fund with values determined in accordance with the procedures described in the Registration Statement and in accordance with the Investment Company Act, and a semi-annual unaudited schedule of investments of the Fund, in each case within 65 days after the end of such period (or 30 days after the end of such period if quarterly unaudited financials are required to be filed with the Commission by applicable law). Such unaudited financial statements will promptly notify fairly and accurately present in all material respects the Dealer Manager thereof financial position of the Fund as of the dates and for the periods referred to therein and in material conformity with generally accepted accounting principles applied on a consistent basis. Such unaudited financial statements shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in each case as of the dates and for the periods referred to in such unaudited financial statements; (unless c) for the information shall have been received from period after the Dealer Manager) Offering Period through and will effect including the preparation of an amended or supplemental Private Placement Memorandum that will correct such statement or omission. e. The Trust is conducting Maturity Date, other than in connection with the offering redemption of Shares as by a private placement Shareholder, the reinvestment of dividends and distributions or the transfer of Shares that does not result in an increase in the Shares that are issued and outstanding, it shall not take any action that change the number of Shares issued and outstanding; (d) it shall promptly and fully perform all of, and comply in all respects with, its obligations (i) causes under each Transaction Document to which it is a party, and (ii) under each other agreement, instrument or contract delivered in connection with a Transaction Document and by which it is bound, except in each case to the offering extent that such non-performance would not reasonably be expected to have an Adverse Effect and shall provide the Warranty Provider with written notice promptly upon becoming aware of any breach by it of the Shares provisions of any such agreements; (e) it shall not amend, supplement, modify, terminate, or agree to lose any exemption from registration waiver of any rights with respect to, any of the SEC provided by Section 4(a)(2) of Transaction Documents (other than amendments or supplements to the Registration Statement or Prospectus pursuant to Rules 485 or 497 under the Securities Act and/or that do not modify references to or otherwise relate to the Warranty Provider, this Agreement or the Financial Warranty or include any regulations promulgated thereunder change to the Fund's investment objective or any material change to the Fund's investment policies or strategies) or the Declaration of Trust in each case without the prior written consent of the Warranty Provider, which consent shall not be unreasonably withheld or delayed; (iif) causes it shall not include any material relating to the offering Warranty Provider (or any Affiliate thereof) or describing the terms of the Financial Warranty or this Agreement in any marketing materials used by or on behalf of the Fund unless such material has been approved in writing by the Warranty Provider prior to its inclusion in such marketing material. The Warranty Provider shall use its best efforts to respond to any such request for approval within five Business Days of its receipt of such marketing material; (g) it shall not change in any respect the manner in which the assets or liabilities of the Fund are allocated to any Class of Shares without the prior written consent of the Warranty Provider, which approval shall not be unreasonably withheld or delayed; (h) prior to lose its exemption from registration provided by Rule 506(b) of Regulation D under taking any action to terminate the Securities Act. f. The Trust will operate Custodian, the Fund shall notify the Warranty Provider and, in the event that the Custodian shall terminate the Custodian Agreement with respect to the Fund, the Fund shall notify the Warranty Provider and engage a manner so as to enable the Trust to qualify to be taxed as a REIT under the Code, for each taxable year during which it elects to be treated as a REIT under the Codesuccessor Custodian; provided, however, that at the discretion Fund shall not engage as successor Custodian any Custodian that (1) does not agree to be bound by the Service Agreement and by the provisions of the Trust’s board of trusteesSections 3.4(c), it may elect to not be so treated.3.4(d), ---------------- ------ 4.1