Common use of Filing of Amendments and Exchange Act Documents Clause in Contracts

Filing of Amendments and Exchange Act Documents. So long as this Agreement remains in effect, the Fund will give the Representative notice of its intention to file or prepare any amendment to the Registration Statement or any amendment, supplement or revision to either any Preliminary Prospectus (including any prospectus included in the Registration Statement or any amendment thereto at the time it became effective) or to the Prospectus, and will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents to which the Representative or counsel for the Underwriters shall reasonably object. The Fund has given the Representative notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time; the Fund will give the Representative notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing and will not, unless required by law, file or use any such document to which the Representative or counsel for the Underwriters shall object; provided, however that this covenant shall not apply to any post-effective amendment required by Rule 8b-16 of the 1940 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Shares is completed.

Filing of Amendments and Exchange Act Documents. So long as this Agreement remains in effect, the Fund The Company will give the Representative Representatives notice of its intention to file or prepare any amendment to the Registration Statement or new registration statement relating to the Securities or any amendment, supplement or revision to either any Preliminary Prospectus preliminary prospectus (including any prospectus included in the Registration Statement as initially filed or any amendment thereto at the time it became effective) or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Company will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not (except as required by applicable law) file or use any such documents document to which the Representative Representatives or counsel for the Underwriters shall reasonably object. The Fund Company has given the Representative Representatives notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 24 hours prior to the Applicable Time; the Fund Company will give the Representative Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing and will not, unless not (except as required by applicable law, ) file or use any such document to which the Representative Representatives or counsel for the Underwriters shall reasonably object; provided, however that this covenant shall not apply to any post-effective amendment required by Rule 8b-16 of the 1940 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Shares is completed.

Filing of Amendments and Exchange Act Documents. So long as this Agreement remains in effect, the Fund will give the Representative notice of its intention to file or prepare any amendment to the Registration Statement or any amendment, supplement or revision to either any Preliminary Prospectus (including any prospectus included in the Original Registration Statement or any amendment thereto at the time it became effective) or to the Prospectus, and will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents to which the Representative or counsel for the Underwriters shall reasonably object. The Fund has given the Representative notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time; the Fund will give the Representative notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing and will not, unless required by law, file or use any such document to which the Representative or counsel for the Underwriters shall object; provided, however that this covenant shall not apply to any post-effective amendment required by Rule 8b-16 of the 1940 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Shares is completed.

Filing of Amendments and Exchange Act Documents. So long as this Agreement remains in effect, the Fund The Company will give the Representative Representatives notice of its intention to file or prepare any amendment to the Registration Statement, the ADS Registration Statement or the 1934 Act Registration Statement (including any filing under Rule 462(b) of the 1933 Act Regulations) or any amendment, supplement or revision to either any Preliminary Prospectus (including any the prospectus included in the Registration Statement, the ADS Registration Statement or any amendment thereto and the 1934 Act Registration Statement at the time it became effective) effective or to the Prospectus, and will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents document to which the Representative Representatives or counsel for the Underwriters shall reasonably object. The Fund Company has given the Representative Representatives notice of any filings made pursuant to the 1934 Act or rules and regulations of the Commission under the 1934 Act Regulations within 48 hours prior to the Applicable Time; and the Fund Company will give the Representative Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing filing, as the case may be, and will not, unless required by law, not file or use any such document to which the Representative Representatives or counsel for the Underwriters shall object; provided, however that this covenant shall not apply to any post-effective amendment required by Rule 8b-16 of the 1940 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Shares is completed.

Filing of Amendments and Exchange Act Documents. So long as this Agreement remains in effect, the Fund The Company will give the Representative Representatives notice of its intention to file or prepare any amendment to the Registration Statement (including any filing under Rule 462(b)) or new registration statement relating to the Securities or any amendment, supplement or revision to either any Preliminary Prospectus preliminary prospectus (including any prospectus included in the Original Registration Statement or any amendment thereto at the time it became effective) or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Company will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents document to which the Representative Representatives or counsel for the Underwriters shall reasonably object. The Fund Company has given the Representative Representatives notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Timeexecution of this Agreement; the Fund Company will give the Representative Representatives notice of its intention to make any such filing from the Applicable Time execution of this Agreement to the Closing Time and will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing and will not, unless required by law, not file or use any such document to which the Representative Representatives or counsel for the Underwriters shall reasonably object; provided, however that this covenant shall not apply to any post-effective amendment required by Rule 8b-16 of the 1940 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Shares is completed.

Filing of Amendments and Exchange Act Documents. So long as Until the end of the period during which a Prospectus is required to be delivered under the 1933 Act in connection with the offering of the Securities is contemplated by this Agreement remains in effectAgreement, the Fund Company will give the Representative notice of its intention to file or prepare any amendment to the Registration Statement or new registration statement relating to the Securities or any amendment, supplement or revision to either any Preliminary Prospectus preliminary prospectus (including any prospectus included in the Original Registration Statement or any amendment thereto at the time it became effective) or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Company will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents document to which the Representative or counsel for the Underwriters shall reasonably object. This section (b) shall not apply to filings or periodic or current reports pursuant to the 1934 Act after the date of this Agreement except as described in the following sentence. The Fund Company has given the Representative notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time; the Fund Company will give the Representative notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing filing, as the case may be, and will not, unless required by law, not file or use any such document to which the Representative or counsel for the Underwriters shall reasonably object; provided, however that this covenant shall not apply to any post-effective amendment required by Rule 8b-16 of the 1940 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Shares is completed.

Filing of Amendments and Exchange Act Documents. So long as this Agreement remains in effect, the Fund The Company will give the Representative Representatives notice of its intention to file or prepare any amendment to the Registration Statement (or new registration statement relating to the Securities or any amendment, supplement or revision to either any Preliminary Prospectus preliminary prospectus (including any the prospectus included in the Original Registration Statement or any amendment thereto at the time it became effective) or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Company will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents document to which the Representative Representatives or counsel for the Underwriters shall reasonably objectobject by written notice (which may be delivered by electronic mail) of the Representatives to the Company. The Fund Company has given the Representative Representatives notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time; the Fund Company will give the Representative Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing filing, as the case may be, and will not, unless required by law, not file or use any such document to which the Representative Representatives or counsel for the Underwriters shall object; provided, however that this covenant shall not apply to any post-effective amendment required reasonably object by Rule 8b-16 written notice (which may be delivered by electronic mail) of the 1940 Act which is filed with Representatives to the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Shares is completedCompany.

Filing of Amendments and Exchange Act Documents. So long as this Agreement remains in effect, the The Fund will give the Representative notice of its intention to file or prepare any amendment to the Registration Statement (including any filing under Rule 462(b)) or any amendment, supplement or revision to either any Preliminary Prospectus (including any the prospectus included in the Registration Statement or any amendment thereto at the time it became effective) effective or to the Prospectus, and will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents to which the Representative or counsel for the Underwriters shall reasonably object. The Fund has given the Representative notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time; the Fund will give the Representative notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing and will not, unless required by law, not file or use any such document to which the Representative or counsel for the Underwriters shall object; provided, however that this covenant shall not apply to any post-effective amendment required by Rule 8b-16 of the 1940 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Shares is completed.

Filing of Amendments and Exchange Act Documents. So long as this Agreement remains in effect, the Fund The Company will give the Representative Representatives notice of its intention to file or prepare any amendment to the Registration Statement or new registration statement relating to the Securities or any amendment, supplement or revision to either any Preliminary Prospectus (including any prospectus included in the Original Registration Statement or any amendment thereto at the time it became effective) or to the Prospectus, whether pursuant to the Act, the Exchange Act or otherwise, and the Company will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents document to which the Representative Representatives or counsel for the Underwriters shall reasonably objectobject in writing, except as required pursuant to applicable law, legal or administrative order or process. The Fund Company has given the Representative Representatives notice of any filings made pursuant to the 1934 Exchange Act or the 1934 Exchange Act Regulations within 48 hours prior to the Applicable Time; the Fund Company will give the Representative Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing and will not, unless required by law, not file or use any such document to which the Representative Representatives or counsel for the Underwriters shall object; providedreasonably object to in writing, however that this covenant shall not apply except as required pursuant to any post-effective amendment required by Rule 8b-16 of the 1940 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement applicable law, legal or (y) the date on which the distribution of the Shares is completedadministrative order or process.

Filing of Amendments and Exchange Act Documents. So long as this Agreement remains in effect, the Fund The Company will give the Representative Representatives notice of its intention to file or prepare any amendment to the Registration Statement or new registration statement relating to the Securities or any amendment, supplement or revision to either any Preliminary Prospectus preliminary prospectus (including any prospectus included in the Original Registration Statement or any amendment thereto at the time it became effective) or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Company will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents document to which the Representative Representatives or counsel for the Underwriters shall reasonably objectobject (unless such document is required to be filed within such period pursuant to the 1934 Act or 1934 Act Regulations). The Fund Company has given the Representative Representatives notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time; the Fund Company will give the Representative Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing and will not, unless required by law, not file or use any such document to which the Representative Representatives or counsel for the Underwriters shall object; provided, however that this covenant shall not apply object unless such document is required to any post-effective amendment required by Rule 8b-16 of be filed within such period pursuant to the 1940 1934 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Shares is completed1934 Act Regulations.

Filing of Amendments and Exchange Act Documents. So long as this Agreement remains in effect, the Fund will give the Representative notice of its intention to file or prepare any amendment to the Registration Statement or any amendment, supplement or 20 revision to either any Preliminary Prospectus (including any prospectus included in the Registration Statement or any amendment thereto at the time it became effective) or to the Prospectus, and will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents to which the Representative or counsel for the Underwriters shall reasonably object. The Fund has given the Representative notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time; the Fund will give the Representative notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing and will not, unless required by law, file or use any such document to which the Representative or counsel for the Underwriters shall object; provided, however that this covenant shall not apply to any post-effective amendment required by Rule 8b-16 of the 1940 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Shares is completed.

Filing of Amendments and Exchange Act Documents. So long as this Agreement remains in effect, the Fund MUFG will give the Representative Representatives notice of its their intention to file or prepare any amendment to the Registration Statement or ADR Registration Statement or new registration statement relating to the U.S. Shares or any amendment, supplement or revision to either any Preliminary Prospectus preliminary prospectus (including any prospectus included in the Original Registration Statement or any amendment thereto at the time it became effective) or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and MUFG will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents to document which is promptly disapproved by the Representative Representatives or counsel for the Underwriters shall reasonably objecton a reasonable basis. The Fund MUFG has given the Representative Representatives notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time; the Fund MUFG will give the Representative Representatives notice of its their intention to make any such filing from the Applicable Time to the Closing Time of Payment and will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing filing, as the case may be, and will not, unless required by law, not file or use any such document to which is promptly disapproved by the Representative Representatives or counsel for the Underwriters shall object; provided, however on a reasonable basis except for any document that this covenant shall not apply in the written opinion of counsel to any post-effective amendment MUFG is required to be filed by Rule 8b-16 of the 1940 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Shares is completed1934 Act.

Filing of Amendments and Exchange Act Documents. So long as this Agreement remains in effect, the The Fund will give the Representative Representatives notice of its intention to file or prepare any amendment to the Registration Statement (including any filing under Rule 462(b)) or any amendment, supplement or revision to either any Preliminary Prospectus (including any the prospectus included in the Registration Statement or any amendment thereto at the time it became effective) effective or to the Prospectus, and will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents to which the Representative Representatives or counsel for the Underwriters shall reasonably object. The Fund has given the Representative Representatives notice of any filings made pursuant to the 1934 Act or the rules and regulations of the Commission under the 1934 Act Regulations (the “1934 ACT REGULATIONS”) within 48 hours prior to the Applicable Time; the Fund will give the Representative Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing filing, or as the case may be, and will not, unless required by law, not file or use any such document to which the Representative Representatives or counsel for the Underwriters shall object; provided, however that this covenant shall not apply to any post-post- effective amendment required by Rule 8b-16 of the 1940 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Shares is completed.

Filing of Amendments and Exchange Act Documents. So long as this Agreement remains in effect, the The Fund will give the Representative Representatives notice of its intention to file or prepare any amendment to the Registration Statement (including any filing under Rule 462(b)) or any amendment, supplement or revision to either any Preliminary Prospectus (including any the prospectus included in the Registration Statement or any amendment thereto at the time it became effective) effective or to the Prospectus, and will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents to which the Representative Representatives or counsel for the Underwriters shall reasonably object. The Fund has given the Representative Representatives notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time; the Fund will give the Representative Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing and will not, unless required by law, not file or use any such document to which the Representative Representatives or counsel for the Underwriters shall object; provided, however that this covenant shall not apply to any post-effective amendment required by Rule 8b-16 of the 1940 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Shares is completed.

Filing of Amendments and Exchange Act Documents. So long as this Agreement remains in effect, the Fund The Company will give the Representative notice of its intention to file or prepare any amendment to the Registration Statement or new registration statement relating to the Securities (including any filing under Rule 462(b)) or any amendment, supplement or revision to either any Preliminary Prospectus preliminary prospectus (including any prospectus included in the Original Registration Statement or any amendment thereto at the time it became effective) or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Company will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents document to which the Representative or counsel for the Underwriters shall reasonably object. The Fund Company has given the Representative notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time; the Fund Company will give the Representative notice of its intention to make any such filing from the Applicable Time to the Closing Time earlier of the date that is 30 days from the date hereof and a Delivery Date after which all of the Option Securities will have been sold to the Underwriters, and will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing and will not, unless required by law, not file or use any such document to which the Representative or counsel for the Underwriters shall reasonably object; provided, however that this covenant shall not apply to any post-effective amendment required by Rule 8b-16 of the 1940 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Shares is completed.

Filing of Amendments and Exchange Act Documents. So long as Until the end of the period during which a Prospectus is required to be delivered under the 1933 Act in connection with the offering of the Securities is contemplated by this Agreement remains in effectAgreement, the Fund Company will give the Representative notice of its intention to file or prepare any amendment to the Registration Statement or new registration statement relating to the Securities or any amendment, supplement or revision to either any Preliminary Prospectus preliminary prospectus (including any prospectus included in the Original Registration Statement or any amendment thereto at the time it became effective) or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Company will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents document to which the Representative or counsel for the Underwriters shall reasonably object. This section (b) shall not apply to filings or periodic or current reports pursuant to the 1934 Act. The Fund Company has given the Representative notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time; the Fund Company will give the Representative notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing filing, as the case may be, and will not, unless required by law, not file or use any such document to which the Representative or counsel for the Underwriters shall reasonably object; provided, however that this covenant shall not apply to any post-effective amendment required by Rule 8b-16 of the 1940 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Shares is completed.

Filing of Amendments and Exchange Act Documents. So long as this Agreement remains in effect, the Fund The Company will give the Representative Representatives notice of its intention to file or prepare any amendment to the Registration Statement Statements, any amendment or supplement to the Final PREP Prospectus, or any amendment, supplement or revision to either any Preliminary Prospectus (including any prospectus of the prospectuses included in the Registration Statement or any amendment thereto Statements at the time it they became effective) , the U.S. Supplemental Prospectus, the Supplemental PREP Prospectus or to the Prospectusany Supplementary Material, and will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents document to which the Representative Representatives or counsel for the Underwriters and the Sub-underwriters shall reasonably object. The Fund Company has given the Representative Representatives notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time; the Fund Company will give the Representative Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing filing, as the case may be, and will not, unless required by law, not file or use any such document to which the Representative Representatives or counsel for the Underwriters and the Sub-underwriters shall object; provided, however that this covenant shall not apply to any post-effective amendment required by Rule 8b-16 of the 1940 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Shares is completed.

Filing of Amendments and Exchange Act Documents. So long as this Agreement remains in effect, the Fund The Company will give the Representative notice of its intention to file or prepare any amendment to the Registration Statement or new registration statement relating to the Securities (including any filing under Rule 462(b)) or any amendment, supplement or revision to either any Preliminary Prospectus preliminary prospectus (including any prospectus included in the Original Registration Statement or any amendment thereto at the time it became effective) or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Company will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents document to which the Representative or counsel for the Underwriters shall reasonably object. The Fund Company has given the Representative notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time; the Fund Company will give the Representative notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing and will not, unless required by law, not file or use any such document to which the Representative Representatives or counsel for the Underwriters shall reasonably object; provided, however that this covenant shall not apply to any post-effective amendment required by Rule 8b-16 of the 1940 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Shares is completed.

Filing of Amendments and Exchange Act Documents. So long as this Agreement remains in effectUntil the distribution of the Securities by the Underwriters is complete, the Fund Company will give the Representative Underwriters notice of its intention to file or prepare any amendment to the Registration Statement (including any filing under Rule 462(b)) or any amendment, supplement or revision to either any Preliminary Prospectus (including any the base prospectus included in the Registration Statement or any amendment thereto at the time it became effective) effective or to the Prospectus, and will furnish the Representative Underwriters with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents document to which the Representative Underwriters or counsel for the Underwriters shall reasonably object. The Fund Company has given the Representative Underwriters notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Timeexecution of this Agreement; the Fund Company will give the Representative Underwriters notice of its intention to make any such filing from the Applicable Time execution of this Agreement to the Closing Time and will furnish the Representative Underwriters with copies of any such documents a reasonable amount of time prior to such proposed filing filing, as the case may be, and will not, unless required by law, not file or use any such document to which any of the Representative Underwriters or counsel for the Underwriters shall reasonably object; provided, however that this covenant shall not apply to any post-effective amendment required by Rule 8b-16 of the 1940 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Shares is completed.

Filing of Amendments and Exchange Act Documents. So long as this Agreement remains in effect, the The Fund will give the Representative Representatives notice of its intention to file or prepare any amendment to the Registration Statement or any amendment, supplement or revision to either any Preliminary Prospectus (including any prospectus included in the Original Registration Statement or any amendment thereto at the time it became effective) or to the Prospectus, and whether pursuant to the 1933 Act or otherwise, or will furnish the Representative Representatives with copies of any such documents within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents document to which the Representative Representatives or counsel for the Underwriters shall reasonably object. The Fund has given the Representative Representatives notice of any filings made pursuant to the 1934 Act or the 1934 Act Rules and Regulations within 48 hours prior to the Applicable Time; the Fund will give the Representative Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Time Date and will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing and will not, unless required by law, file or use any such document to which the Representative Representatives or counsel for the Underwriters shall object; provided, however that this covenant shall not apply to any post-effective amendment required by Rule 8b-16 of the 1940 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Shares Securities is completed.

Filing of Amendments and Exchange Act Documents. So long as this Agreement remains in effect, The Issuer and the Fund Guarantor will give the Representative Representatives notice of its their intention to file or prepare any amendment to the Registration Statement or new registration statement relating to the Securities or any amendment, supplement or revision to either any Preliminary Prospectus preliminary prospectus (including any prospectus included in the Original Registration Statement or any amendment thereto at the time it became effective) or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Issuer and the Guarantor will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents document to which the Representative Representatives or counsel for the Underwriters shall reasonably object. The Fund has Issuer and the Guarantor have given the Representative Representatives notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Timeexecution of this Agreement; the Fund Issuer and the Guarantor will give the Representative Representatives notice of its their intention to make any such filing from the Applicable Time execution of this Agreement to the Closing Time and will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing and will not, unless required by law, not file or use any such document to which the Representative Representatives or counsel for the Underwriters shall object; provided, however that this covenant shall not apply to any post-effective amendment required by Rule 8b-16 of the 1940 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Shares is completed.

Filing of Amendments and Exchange Act Documents. So long as this Agreement remains in effectUntil the distribution of the Securities by the Representative is complete, the Fund Company will give the Representative notice of its intention to file or prepare any amendment to the Registration Statement (including any filing under Rule 462(b)) or any amendment, supplement or revision to either any Preliminary Prospectus (including any the base prospectus included in the Registration Statement or any amendment thereto at the time it became effective) effective or to the Prospectus, and will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents document to which the Representative or counsel for the Underwriters shall reasonably object. The Fund Company has given the Representative notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Timeexecution of this Agreement; the Fund Company will give the Representative notice of its intention to make any such filing from the Applicable Time execution of this Agreement to the Closing Time and will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing filing, as the case may be, and will not, unless required by law, not file or use any such document to which the Representative or counsel for the Underwriters shall reasonably object; provided, however that this covenant shall not apply to any post-effective amendment required by Rule 8b-16 of the 1940 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Shares is completed.

Filing of Amendments and Exchange Act Documents. So long as this Agreement remains in effect, the The Fund will give the Representative Underwriter notice of its intention to file or prepare any amendment to the Registration Statement relating to the offering of Shares (including any filing under Rule 462(b)) or any amendment, supplement or revision to either any Preliminary Prospectus (including any the prospectus included in the Registration Statement or any amendment thereto at the time it became effective) effective or to the Prospectus, and will furnish the Representative Underwriter with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents to which the Representative Underwriter or counsel for the Underwriters Underwriter shall reasonably object. The Fund has given the Representative Underwriter notice of any filings made pursuant to the 1934 Act or the rules and regulations of the Commission under the 1934 Act Regulations (the “1934 ACT REGULATIONS”) within 48 hours prior to the Applicable Time; the Fund will give the Representative Underwriter notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representative Underwriter with copies of any such documents a reasonable amount of time prior to such proposed filing filing, or as the case may be, and will not, unless required by law, not file or use any such document to which the Representative Underwriter or counsel for the Underwriters Underwriter shall object; provided, however that this covenant shall not apply to any post-effective amendment required by Rule 8b-16 of the 1940 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Shares is completed.

Filing of Amendments and Exchange Act Documents. So long as this Agreement remains in effect, the The Fund will give the Representative Representatives notice of its intention to file or prepare any amendment to the Registration Statement (including any filing under Rule 462(b)) or any amendment, supplement or revision to either any Preliminary Prospectus (including any the prospectus included in the Registration Statement or any amendment thereto at the time it became effective) effective or to the Prospectus, and will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents to which the Representative Representatives or counsel for the Underwriters shall reasonably object. The Fund has given the Representative Representatives notice of any filings made pursuant to the 1934 Act or the rules and regulations of the Commission under the 1934 Act Regulations (the “1934 ACT REGULATIONS”) within 48 hours prior to the Applicable Time; the Fund will give the Representative Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing filing, or as the case may be, and will not, unless required by law, not file or use any such document to which the Representative Representatives or counsel for the Underwriters shall object; provided, however that this covenant shall not apply to any post-effective amendment required by Rule 8b-16 of the 1940 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Shares is completed.

Filing of Amendments and Exchange Act Documents. So long as this Agreement remains in effect, the The Fund will give the Representative Representatives notice of its intention to file or prepare any amendment to the Registration Statement (including any filing under Rule 462(b)) or any amendment, supplement or revision to either any Preliminary Prospectus (including any the prospectus included in the Registration Statement or any amendment thereto at the time it became effective) effective or to the Prospectus, and will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents to which the Representative Representatives or counsel for the Underwriters shall reasonably object. The Fund has given the Representative Representatives notice of any filings made pursuant to the 1934 Act or the rules and regulations of the Commission under the 1934 Act Regulations (the "1934 ACT REGULATIONS") within 48 hours prior to the Applicable Time; the Fund will give the Representative Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing filing, or as the case may be, and will not, unless required by law, not file or use any such document to which the Representative Representatives or counsel for the Underwriters shall object; provided, however that this covenant shall not apply to any post-effective amendment required by Rule 8b-16 of the 1940 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Shares is completed.

Filing of Amendments and Exchange Act Documents. So long as this Agreement remains in effect, the Fund will give the Representative Representatives notice of its intention to file or prepare any amendment to the Registration Statement or any amendment, supplement or revision to either any Preliminary Prospectus (including any prospectus included in the Original Registration Statement or any amendment thereto at the time it became effective) or to the Prospectus, and will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents to which the Representative Representatives or counsel for the Underwriters shall reasonably object. The Fund has given the Representative Representatives notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time; the Fund will give the Representative Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing and will not, unless required by law, file or use any such document to which the Representative Representatives or counsel for the Underwriters shall object; provided, however that this covenant shall not apply to any post-effective amendment required by Rule 8b-16 of the 1940 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Shares is completed.

Filing of Amendments and Exchange Act Documents. So long as this Agreement remains in effect, the Fund will give the Representative Representatives notice of its intention to file or prepare any amendment to the Registration Statement or any amendment, supplement or revision to either any Preliminary Prospectus (including any prospectus included in the Registration Statement or any amendment thereto at the time it became effective) or to the Prospectus, and will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents to which the Representative Representatives or counsel for the Underwriters shall reasonably object. The Fund has given the Representative Representatives notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time; the Fund will give the Representative Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing and will not, unless required by law, file or use any such document to which the Representative Representatives or counsel for the Underwriters shall object; provided, however that this covenant shall not apply to any post-effective amendment required by Rule 8b-16 of the 1940 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Shares is completed.

Filing of Amendments and Exchange Act Documents. So long as this Agreement remains in effect, the Fund The Company will give the Representative Representatives notice of its intention to file or prepare any amendment to the Registration Statement Statement, any amendment or supplement to the Final PREP Prospectus, or any amendment, supplement or revision to either any Preliminary Prospectus (including any prospectus of the prospectuses included in the Registration Statement or any amendment thereto at the time it became effective) , the U.S. Supplemental Prospectus, the Supplemental PREP Prospectus or to the Prospectusany Supplementary Material, and will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents document to which the Representative Representatives or counsel for the Underwriters and the Sub-underwriters shall reasonably object. The Fund Company has given the Representative Representatives notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time; the Fund Company will give the Representative Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing filing, as the case may be, and will not, unless required by law, not file or use any such document to which the Representative Representatives or counsel for the Underwriters and the Sub-underwriters shall object; provided, however that this covenant shall not apply to any post-effective amendment required by Rule 8b-16 of the 1940 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Shares is completed.

Filing of Amendments and Exchange Act Documents. So long as this Agreement remains in effect, The Company and the Fund Operating Partnership will give the Representative Representatives notice of its their intention to file or prepare any amendment to the Registration Statement or new registration statement relating to the Shares or any amendment, supplement or revision to either any Preliminary Prospectus preliminary prospectus (including any prospectus included in the Registration Statement or any amendment thereto at the time it became effective) or to the Prospectus, whether pursuant to the Securities Act, the Exchange Act or otherwise, and the Company and the Operating Partnership will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents document to which the Representative Representatives or counsel for the Underwriters shall reasonably object. The Fund has Company and the Operating Partnership have given the Representative Representatives notice of any filings made pursuant to the 1934 Exchange Act or the 1934 Exchange Act Regulations within 48 hours prior to the Applicable Timeexecution of this Agreement; the Fund Company and the Operating Partnership will give the Representative Representatives notice of its their intention to make any such filing from the Applicable Time execution of this Agreement to the Closing Time Date and will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing and will not, unless required by law, not file or use any such document to which the Representative Representatives or counsel for the Underwriters shall object; provided, however that this covenant shall not apply to any post-effective amendment required by Rule 8b-16 of the 1940 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Shares is completed.

Filing of Amendments and Exchange Act Documents. So long Until such time as the Underwriters shall have completed the distribution of the Securities as contemplated in this Agreement remains and in effectthe Prospectus, the Fund Company will give the Representative Representatives notice of its intention to file or prepare any amendment to the Registration Statement or any amendment, supplement or revision to either any Preliminary Prospectus (including any prospectus included in the Registration Statement Statement, any preliminary prospectus or any amendment thereto at the time it became effective) or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Company will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents document to which the Representative Representatives or counsel for the Underwriters reasonably shall reasonably object. The Fund Company has given the Representative Representatives notice of its intention to make any filings such filing made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time; the Fund Company will give the Representative Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish to the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing and will not, unless required by law, not file or use any such document to which the Representative Representatives or counsel for to the Underwriters reasonably shall object; provided, however that this covenant shall not apply to any post-effective amendment required by Rule 8b-16 of the 1940 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Shares is completed.

Filing of Amendments and Exchange Act Documents. So long as this Agreement remains in effect, The Issuer and the Fund Guarantors will give the Representative Representatives notice of its their intention to file or prepare any amendment to the Registration Statement or new registration statement relating to the Securities or any amendment, supplement or revision to either any Preliminary Prospectus preliminary prospectus (including any prospectus included in the Original Registration Statement or any amendment thereto at the time it became effective) or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Issuer and the Guarantors will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents document to which the Representative Representatives or counsel for the Underwriters shall reasonably object. The Fund has Issuer and the Guarantors have given the Representative Representatives notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Timeexecution of this Agreement; the Fund Issuer and the Guarantors will give the Representative Representatives notice of its their intention to make any such filing from the Applicable Time execution of this Agreement to the Closing Time and will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing and will not, unless required by law, not file or use any such document to which the Representative Representatives or counsel for the Underwriters shall object; provided, however that this covenant shall not apply to any post-effective amendment required by Rule 8b-16 of the 1940 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Shares is completed.

Filing of Amendments and Exchange Act Documents. So long as this Agreement remains in effect, the Fund The Company will give the Representative notice of its intention to file or prepare any amendment to the Registration Statement (including any filing under Rule 462(b)) or new registration statement relating to the Securities or any amendment, supplement or revision to either any Preliminary Prospectus preliminary prospectus (including any prospectus included in the Original Registration Statement or any amendment thereto at the time it became effective) or to the Prospectus, whether pursuant to the Securities Act, the Exchange Act or otherwise, and the Company will furnish the Representative with copies a copy of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents document to which the Representative or counsel for the Underwriters shall reasonably object. The Fund Company has given the Representative notice of any filings made pursuant to the 1934 Exchange Act or the 1934 Exchange Act Regulations within 48 hours prior to the Applicable Timeexecution of this Agreement or, if filed less than 48 hours prior to the execution of this Agreement, immediately after filing; the Fund Company will give the Representative notice of its intention to make any such filing from the Applicable Time execution of this Agreement to the Closing Time and will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing and will not, unless required by law, not file or use any such document to which the Representative or counsel for the Underwriters shall reasonably object; provided, however that this covenant shall not apply to any post-effective amendment required by Rule 8b-16 of the 1940 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Shares is completed.

Filing of Amendments and Exchange Act Documents. So long as this Agreement remains in effect, the Fund will give the Representative notice of its intention to file or prepare any amendment to the Registration Statement or any amendment, supplement or revision to either any Preliminary Prospectus (including any prospectus included in the Registration Statement or any amendment thereto at the time it became effective) or to the Prospectus, and will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents to which the Representative or counsel for the Underwriters shall reasonably object. The Fund has given the Representative notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time; the Fund will give the Representative notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing and will not, unless required by law, file or use any such document to which the Representative or counsel for the Underwriters shall 33461370v11 object; provided, however that this covenant shall not apply to any post-effective amendment required by Rule 8b-16 of the 1940 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Shares is completed.

Filing of Amendments and Exchange Act Documents. So long as this Agreement remains in effect, the The Fund will give the Representative notice of its intention to file or prepare any amendment to the Registration Statement (including any filing under Rule 462(b) of the Rules and Regulations (“Rule 462(b) Registration Statement”)) or any amendment, supplement or revision to either any Preliminary Prospectus preliminary prospectus (including any prospectus included in the Registration Statement Basic Prospectus or any amendment thereto at the time it became effective) or to the Prospectus, and will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents to which the Representative or counsel for the Underwriters shall reasonably object. The Fund has given the Representative notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time; the Fund will give the Representative notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing and will not, unless required by law, not file or use any such document to which the Representative or counsel for the Underwriters shall object; provided, however that this covenant shall not apply to any post-effective amendment required by Rule 8b-16 of the 1940 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Shares is completed.

Filing of Amendments and Exchange Act Documents. So long as this Agreement remains in effect, the Fund The Company will give the Representative notice of its intention to file or prepare any amendment to the Registration Statement or new registration statement relating to the Securities or any amendment, supplement or revision to either any Preliminary Prospectus (including any prospectus included in the Original Registration Statement or any amendment thereto at the time it became effective) or to the Prospectus, whether pursuant to the Act, the Exchange Act or otherwise, and the Company will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents document to which the Representative or counsel for the Underwriters shall reasonably objectobject in writing, except as required pursuant to applicable law, legal or administrative order or process. The Fund Company has given the Representative notice of any filings made pursuant to the 1934 Exchange Act or the 1934 Exchange Act Regulations within 48 hours prior to the Applicable Time; the Fund Company will give the Representative notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing and will not, unless required by law, not file or use any such document to which the Representative or counsel for the Underwriters shall object; providedreasonably object to in writing, however that this covenant shall not apply except as required pursuant to any post-effective amendment required by Rule 8b-16 of the 1940 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement applicable law, legal or (y) the date on which the distribution of the Shares is completedadministrative order or process.

Filing of Amendments and Exchange Act Documents. So long as this Agreement remains in effect, the The Fund will give the Representative notice of its intention to file or prepare any amendment to the Registration Statement or any amendment, supplement or revision to either any Preliminary Prospectus (including any prospectus included in the Original Registration Statement or any amendment thereto at the time it became effective) or to the Prospectus, and whether pursuant to the 1933 Act or otherwise, or will furnish the Representative with copies of any such documents within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents document to which the Representative or counsel for the Underwriters shall reasonably object. The Fund has given the Representative notice of any filings made pursuant to the 1934 Act or the 1934 Act Rules and Regulations within 48 hours prior to the Applicable Time; the Fund will give the Representative notice of its intention to make any such filing from the Applicable Time to the Closing Time Date and will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing and will not, unless required by law, file or use any such document to which the Representative or counsel for the Underwriters shall object; provided, however that this covenant shall not apply to any post-effective amendment required by Rule 8b-16 of the 1940 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Shares Securities is completed.

Filing of Amendments and Exchange Act Documents. So long as this Agreement remains in effect, the Fund will give the Representative Representatives notice of its intention to file or prepare any amendment to the Registration Statement or any amendment, supplement or revision to either any Preliminary Prospectus (including any prospectus included in the Original Registration Statement or any amendment thereto at the time it became effective) or to the Prospectus, and will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents to which the Representative Representatives or counsel for the Underwriters shall reasonably object. The Fund has given the Representative Representatives notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time; the Fund will give the Representative Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing and will not, unless required by law, file or use any such document to which the Representative Representatives or counsel for the Underwriters shall object; provided, however that this covenant shall not apply to any post-effective amendment required by Rule 8b-16 of the 1940 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Shares is completed.

Filing of Amendments and Exchange Act Documents. So long as this Agreement remains in effect, the The Fund will give the Representative Representatives notice of its intention to file or prepare any amendment to the Registration Statement (including any filing under Rule 462(d)) or any amendment, supplement or revision to either any Preliminary Prospectus (including any the prospectus included in the Registration Statement or any amendment thereto at the time it became effective) effective or to the Prospectus, and will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents to which the Representative Representatives or counsel for the Underwriters shall reasonably object. The Fund has given the Representative Representatives notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time; the Fund will give the Representative Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representative Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing and will not, unless required by law, not file or use any such document to which the Representative Representatives or counsel for the Underwriters shall object; provided, however that this covenant shall not apply to any post-effective amendment required by Rule 8b-16 of the 1940 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Shares is completed.