Common use of Indemnity and Contribution Clause in Contracts

Indemnity and Contribution. (a) Each of the Fund and the Investment Manager, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) or in a Prospectus (the term "Prospectus" for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the Fund), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of any Underwriter to the Fund, the Investment Manager or the Portfolio Manager expressly for use with reference to any Underwriter in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager in writing of the institution of such Proceeding and the Fund or the Investment Manager shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager shall not relieve the Fund or the Investment Manager from any liability which the Fund or the Investment Manager may have to any Underwriter or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, in connection with the defense of such Proceeding or the Fund or the Investment Manager shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager (in which case neither the Fund nor the Investment Manager shall have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager and paid as incurred (it being understood, however, that the Fund or the Investment Manager shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment Manager, the Fund or the Investment Manager, as the case may be, agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund and the Investment ManagerAdviser, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) or in a Prospectus (the term "Prospectus" for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materialssales materials prepared or authorized by the Fund, the Prospectus and the Prospectus as amended or supplemented by the Fund), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of any Underwriter through you to the Fund, Fund or the Investment Manager or the Portfolio Manager Adviser expressly for use with reference to any such Underwriter in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS Shares which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS Shares to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager Adviser pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and or the Investment Manager Adviser, as the case may be, in writing of the institution of such Proceeding and the Fund or the Investment Manager Adviser shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager Adviser shall not relieve the Fund or the Investment Manager Adviser from any liability which the Fund or the Investment Manager Adviser may have to any Underwriter or any such person or otherwiseotherwise and, unless only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment ManagerAdviser, as the case may be, in connection with the defense of such Proceeding or the Fund or the Investment Manager Adviser shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager Adviser (in which case neither the Fund nor or the Investment Manager Adviser shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager Adviser and paid as incurred (it being understood, however, that the Fund or the Investment Manager Adviser shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither None of the Fund nor or the Investment Manager Adviser shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment ManagerAdviser, the Fund or the Investment ManagerAdviser, as the case may be, agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund and the Investment Manager, jointly and severally, agrees to indemnify, defend and hold harmless the Dealer Manager, each UnderwriterSelling Group Member and each Soliciting Dealer, its and their respective partners, directors and directors, officers, employees, agents and affiliates and any person who controls any Underwriter the Dealer Manager, a Selling Group Member and or a Soliciting Dealer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter the Dealer Manager, a Selling Group Member, a Soliciting Dealer or any such person may incur under the Securities Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) or in a Prospectus (the term "“Prospectus" ” for the purpose of this Section 9 7 being deemed to include any Preliminary Prospectuspreliminary prospectus, any Sales the Offering Materials, the Prospectus and the Prospectus as amended or supplemented by the Fund), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus or necessary to make the statements made therein (with respect to the Prospectustherein, in the light of the circumstances under which they were made) , not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in and in conformity with information furnished in writing by or on behalf of any Underwriter the Dealer Manager to the Fund, Fund or the Investment Manager or the Portfolio Manager expressly for use with reference to any Underwriter the Dealer Manager, Selling Group Members or Soliciting Dealers in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "“Proceeding"”) is brought against an Underwriter the Dealer Manager, a Selling Group Member, a Soliciting Dealer or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager pursuant to the foregoing paragraph, such Underwriter the Dealer Manager, a Selling Group Member, a Soliciting Dealer or such person shall promptly notify the Fund and the Investment Manager in writing of the institution of such Proceeding and the Fund or the Investment Manager shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all reasonable fees and expenses; provided, however, that the omission failure to so notify the Fund or and the Investment Manager shall not relieve the Fund or the Investment Manager from any liability which the Fund or the Investment Manager may have to any Underwriter the Dealer Manager, a Selling Group Member, a Soliciting Dealer or any such person or otherwise, unless such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. Such Underwriter The Dealer Manager, a Selling Group Member, a Soliciting Dealer or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter the Dealer Manager, a Selling Group Member, a Soliciting Dealer or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, in connection with the defense of such Proceeding or the Fund or the Investment Manager shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded (based on advice from counsel) that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager (in which case neither the Fund nor or the Investment Manager shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, Manager may employ counsel and participate in the defense thereof thereof, but the fees and expenses of such counsel shall be at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such the reasonable fees and expenses shall be borne by the Fund or the Investment Manager and paid as incurred (it being understood, however, that the Fund or the Investment Manager shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such ProceedingProceeding (provided that the Fund or the Investment Manager shall not be liable for the expenses of more than one separate counsel in connection with any one Proceeding or series of related Proceedings). Neither the Fund nor the Investment Manager shall be liable for any settlement of any Proceeding effected without its written consent consent, but if a Proceeding is settled with the written consent of the Fund or the Investment Manager, then the Fund or the Investment Manager, as the case may be, agrees to indemnify and hold harmless any Underwriter the Dealer Manager, a Selling Group Member, a Soliciting Dealer and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' ’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified partyparty unless such indemnified party gives written consent to such admission of fault, culpability or a failure to act.

Indemnity and Contribution. (a) Each of the Fund and the Investment ManagerAdviser, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the their successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Securities Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) or in a Prospectus (the term "Prospectus" for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materialsthe sales materials, the Prospectus and the Prospectus as amended or supplemented by the Fund), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of any Underwriter to the Fund, Fund or the Investment Manager or the Portfolio Manager Adviser expressly for use with reference to any Underwriter in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS Shares which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS Shares to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager Adviser pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager Adviser in writing of the institution of such Proceeding and the Fund or the Investment Manager Adviser shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager Adviser shall not relieve the Fund or the Investment Manager Adviser from any liability which the Fund or the Investment Manager Adviser may have to any Underwriter or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment ManagerAdviser, as the case may be, in connection with the defense of such Proceeding or the Fund or the Investment Manager Adviser shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager Adviser (in which case neither the Fund nor or the Investment Manager Adviser shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager Adviser and paid as incurred (it being understood, however, that the Fund or the Investment Manager Adviser shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager Adviser shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment ManagerAdviser, the Fund or the Investment ManagerAdviser, as the case may be, agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund and the Investment Manager, jointly and severally, (1) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, each affiliate of any Underwriter within the meaning of Rule 405 under the Act that is involved in the Offering, and the successors and assigns of all of the foregoing persons persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigationany investigation incurred in connection therewith) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) Company), the Pricing Prospectus together with the Pricing Information, any Road Show Materials or in a the Prospectus (the term "Prospectus" for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the FundCompany), or arises arising out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such the Registration Statement Statement, the Pricing Prospectus together with the Pricing Information, any Road Show Materials or the Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information concerning such Underwriter furnished in writing by or on behalf of any such Underwriter through you to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use in the Registration Statement, the Pricing Prospectus together with reference to the Pricing Information, any Underwriter in such Registration Statement Road Show Materials or such the Prospectus or arises arising out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such the Registration Statement Statement, the Pricing Prospectus together with the Pricing Information, any Road Show Materials or such the Prospectus or necessary to make such information not misleading or (with respect to the Prospectus, in light of the circumstances under which they were madeii) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus untrue statement or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement made by the Company in Section 3 hereof or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If Company to perform when and as required any action, suit agreement or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager in writing of the institution of such Proceeding and the Fund or the Investment Manager shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager shall not relieve the Fund or the Investment Manager from any liability which the Fund or the Investment Manager may have to any Underwriter or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, in connection with the defense of such Proceeding or the Fund or the Investment Manager shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager (in which case neither the Fund nor the Investment Manager shall have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager and paid as incurred (it being understood, however, that the Fund or the Investment Manager shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment Manager, the Fund or the Investment Manager, as the case may be, agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified partycovenant contained herein.

Indemnity and Contribution. (a) Each of the Fund Fund, the Investment Manager and the Investment ManagerAdviser, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) or in a Prospectus (the term "Prospectus" for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materialssales materials prepared or authorized by the Fund, the Prospectus and the Prospectus as amended or supplemented by the Fund), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of any Underwriter through you to the Fund, Fund or the Investment Manager or the Portfolio Manager expressly for use with reference to any such Underwriter in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS Shares which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS Shares to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund Fund, the Investment Manager or the Investment Manager Adviser pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and Fund, the Investment Manager or the Investment Adviser, as the case may be, in writing of the institution of such Proceeding and the Fund Fund, the Investment Manager or the Investment Manager Adviser shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund Fund, the Investment Manager or the Investment Manager Adviser shall not relieve the Fund Fund, the Investment Manager or the Investment Manager Adviser from any liability which the Fund Fund, the Investment Manager or the Investment Manager Adviser may have to any Underwriter or any such person or otherwiseotherwise and, unless and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund Fund, the Investment Manager or the Investment ManagerAdviser, as the case may be, in connection with the defense of such Proceeding or the Fund Fund, the Investment Manager or the Investment Manager Adviser shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund Fund, the Investment Manager or the Investment Manager Adviser (in which case neither the Fund nor Fund, the Investment Manager or the Investment Adviser, as the case may be, shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund Fund, the Investment Manager or the Investment Manager Adviser, as the case may be, and paid as incurred (it being understood, however, that the Fund Fund, the Investment Manager or the Investment Manager Adviser shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither None of the Fund nor Fund, the Investment Manager or the Investment Adviser shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund Fund, the Investment Manager or the Investment ManagerAdviser, as the case may be, the Fund Fund, the Investment Manager or the Investment ManagerAdviser, as the case may be, agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) (1) Each of the Fund Company, the Adviser and the Investment ManagerAdministrator, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigationany investigation actually incurred in connection therewith) which, jointly or severally, any such Underwriter or any such person may incur under the Securities Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the FundCompany) or in a Prospectus (the term "Prospectus" Prospectus for the purpose of this Section 9 10 being deemed to include any the Preliminary Prospectus, any Sales Materialsthe Prospectus, the Prospectus Disclosure Package and the Prospectus as amended or supplemented by the FundCompany), or arises out of or is based upon (i) any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or such Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information concerning such Underwriter furnished in writing by or on behalf of any such Underwriter through you to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use with reference to any Underwriter in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information not misleading or (with respect to the Prospectus, in light of the circumstances under which they were madeii) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus untrue statement or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement made by the Company in Section 3 hereof or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If Company to perform when and as required any action, suit agreement or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager in writing of the institution of such Proceeding and the Fund or the Investment Manager shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager shall not relieve the Fund or the Investment Manager from any liability which the Fund or the Investment Manager may have to any Underwriter or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, in connection with the defense of such Proceeding or the Fund or the Investment Manager shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager (in which case neither the Fund nor the Investment Manager shall have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager and paid as incurred (it being understood, however, that the Fund or the Investment Manager shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment Manager, the Fund or the Investment Manager, as the case may be, agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified partycovenant contained herein.

Indemnity and Contribution. (a) Each of the Fund and the Investment ManagerAdviser, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriterthe Sales Manager, its partners, directors and officers, and any person who controls any Underwriter the Sales Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the their successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter the Sales Manager or any such person may incur under the Securities Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) or in a Prospectus (the term "Prospectus" for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the Fund), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus therein or necessary to make the statements made therein not misleading or (with respect ii) arises out of or is based any untrue statement or alleged untrue statement of a material fact included in any Road Show Material, the Disclosure Package, any Sales Material or the Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the Prospectusstatements therein, in the light of the circumstances under which they were made) , not misleading, ; except with respect to either of the foregoing clause (i) and (ii) insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information concerning the Sales Manager furnished in writing by or on behalf of any Underwriter the Sales Manager to the Fund, the Investment Manager or the Portfolio Manager Fund expressly for use with reference to any Underwriter The Sales Manager in such Registration Statement or in such Disclosure Package or Prospectus as set forth in Section 7(f) hereof or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Disclosure Package or Prospectus or necessary to make such information (with respect to the such Disclosure Package or Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "“Proceeding"”) is brought against an Underwriter the Sales Manager or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager Adviser pursuant to the foregoing paragraph, such Underwriter the Sales Manager or such person shall promptly notify the Fund and or the Investment Manager Adviser, as the case may be, in writing of the institution of such Proceeding and the Fund or the Investment Manager Adviser shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager Adviser shall not relieve the Fund or the Investment Manager Adviser from any liability which the Fund or the Investment Manager Adviser may have to any Underwriter the Sales Manager or any such person or otherwise. Such Underwriter The Sales Manager or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter the Sales Manager or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment ManagerAdviser, as the case may be, in connection with the defense of such Proceeding or the Fund or the Investment Manager Adviser shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them them, which are different from, additional to or in conflict with those available available, to the Fund or the Investment Manager Adviser (in which case neither the Fund nor Fund, the Investment Manager Adviser shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager Adviser and paid as incurred (it being understood, however, that the Fund or the Investment Manager Adviser shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager Adviser shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment ManagerAdviser, the Fund or the Investment ManagerAdviser, as the case may be, agrees to indemnify and hold harmless any Underwriter the Sales Manager and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' ’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund and the Investment Manager, jointly and severally, The Company agrees to indemnify, defend and hold harmless each the Underwriter, its partners, directors agents, directors, officers and officersmembers, and any person who controls any the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405 under the Act) of the Underwriter, and the successors and assigns of all of the foregoing persons persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such the Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) or in a Prospectus (the term "Prospectus" for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the Fund), or that arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus therein or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in in, and in conformity with information concerning the Underwriter furnished in writing by or on behalf of any the Underwriter to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use in, the Registration Statement or arises out of or is based upon any omission or alleged omission to state a material fact in the Registration Statement in connection with reference such information, which material fact was not contained in such information and which material fact was required to any Underwriter be stated in such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Prospectus (the term Prospectus for the purpose of this Section 8 being deemed to include any Basic Prospectus, any Pre-Pricing Prospectus, the Prospectus Supplement, the Prospectus and any amendments or supplements to the foregoing), in any Covered Free Writing Prospectus, in any “issuer information” (as defined in Rule 433 under the Act) of the Company, which “issuer information” is required to be, or is, filed with the Commission, or in any Prospectus together with any combination of one or more of the Covered Free Writing Prospectuses, if any, or that arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to such Prospectus or any Permitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning the Underwriter furnished in writing by or on behalf of the Underwriter to the Company expressly for use in, such Prospectus or Permitted Free Writing Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in such Prospectus or Permitted Free Writing Prospectus in connection with such information required to be stated information, which material fact was not contained in such Registration Statement or such Prospectus or information and which material fact was necessary in order to make the statements in such information (with respect to the Prospectusinformation, in the light of the circumstances under which they were made) , not misleading, provided, however, that and will reimburse the indemnity agreement contained Underwriter “indemnified party” (defined below) for any legal or other fees or expenses actually and reasonably incurred by such indemnified party in this subsection (a) connection with respect to investigating or defending against any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such personliability, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any claim, action, suit litigation, investigation or proceeding whatsoever (together, a "Proceeding") is brought against an Underwriter whether or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager in writing of the institution of such Proceeding and the Fund or the Investment Manager shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to not such indemnified party is a party thereto), whether threatened or commenced, and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager shall not relieve the Fund or the Investment Manager from any liability which the Fund or the Investment Manager may have to any Underwriter or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, in connection with the defense enforcement of such Proceeding or the Fund or the Investment Manager shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict this provision with those available respect to the Fund or the Investment Manager (in which case neither the Fund nor the Investment Manager shall have the right to direct the defense of above as such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager and paid as incurred (it being understood, however, that the Fund or the Investment Manager shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment Manager, the Fund or the Investment Manager, as the case may be, agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified partyincurred.

Indemnity and Contribution. (a) Each of the Fund and the Investment ManagerAdviser, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) or in a Prospectus (the term "Prospectus" for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materialsthe sales materials prepared or authorized by the Fund, the Prospectus and the Prospectus as amended or supplemented by the Fund), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of any Underwriter through you to the Fund, Fund or the Investment Manager or the Portfolio Manager Adviser expressly for use with reference to any such Underwriter in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS Shares which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS Shares to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager Adviser pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and or the Investment Manager Adviser, as the case may be, in writing of the institution of such Proceeding and the Fund or the Investment Manager Adviser shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager Adviser shall not relieve the Fund or the Investment Manager Adviser from any liability which the Fund or the Investment Manager Adviser may have to any Underwriter or any such person or otherwiseotherwise and, unless only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment ManagerAdviser, as the case may be, in connection with the defense of such Proceeding or the Fund or the Investment Manager Adviser shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager Adviser (in which case neither the Fund nor or the Investment Manager Adviser shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager Adviser and paid as incurred (it being understood, however, that the Fund or the Investment Manager Adviser shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither None of the Fund nor or the Investment Manager Adviser shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment ManagerAdviser, the Fund or the Investment ManagerAdviser, as the case may be, agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund and the Investment ManagerAdviser, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriterthe Sales Manager, its partners, directors and officers, and any person who controls any Underwriter the Sales Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the their successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter the Sales Manager or any such person may incur under the Securities Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) or in a Prospectus (the term "Prospectus" for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the Fund), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus therein or necessary to make the statements made therein not misleading or (with respect ii) arises out of or is based any untrue statement or alleged untrue statement of a material fact included in any Road Show Material, the Disclosure Package, any Sales Material or the Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the Prospectusstatements therein, in the light of the circumstances under which they were made) , not misleading, ; except with respect to either of the foregoing clause (i) and (ii) insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information concerning the Sales Manager furnished in writing by or on behalf of any Underwriter the Sales Manager to the Fund, the Investment Manager or the Portfolio Manager Fund expressly for use with reference to any Underwriter the Sales Manager in such Registration Statement or in such Disclosure Package or Prospectus as set forth in Section 7(f) hereof or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Disclosure Package or Prospectus or necessary to make such information (with respect to the such Disclosure Package or Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "“Proceeding"”) is brought against an Underwriter the Sales Manager or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager Adviser pursuant to the foregoing paragraph, such Underwriter the Sales Manager or such person shall promptly notify the Fund and or the Investment Manager Adviser, as the case may be, in writing of the institution of such Proceeding and the Fund or the Investment Manager Adviser shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager Adviser shall not relieve the Fund or the Investment Manager Adviser from any liability which the Fund or the Investment Manager Adviser may have to any Underwriter the Sales Manager or any such person to the extent the Fund or otherwisethe Investment Adviser are not materially prejudiced as a result thereof and in any event shall not relieve the Fund or the Investment Adviser from any liability which it may have otherwise than on account of this indemnity agreement. Such Underwriter The Sales Manager or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter the Sales Manager or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment ManagerAdviser, as the case may be, in connection with the defense of such Proceeding or the Fund or the Investment Manager Adviser shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them them, which are different from, additional to or in conflict with those available available, to the Fund or the Investment Manager Adviser (in which case neither the Fund nor Fund, the Investment Manager Adviser shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager Adviser and paid as incurred (it being understood, however, that the Fund or the Investment Manager Adviser shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager Adviser shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment ManagerAdviser, the Fund or the Investment ManagerAdviser, as the case may be, agrees to indemnify and hold harmless any Underwriter the Sales Manager and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' ’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund Fund, the Investment Manager and the Investment ManagerAdviser, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) or in a Prospectus (the term "Prospectus" for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materialsthe sales materials prepared or authorized by the Fund, the Prospectus and the Prospectus as amended or supplemented by the Fund), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of any Underwriter through you to the Fund, Fund or the Investment Manager or the Portfolio Manager expressly for use with reference to any such Underwriter in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS Shares which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS Shares to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund Fund, the Investment Manager or the Investment Manager Adviser pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and Fund, the Investment Manager or the Investment Adviser, as the case may be, in writing of the institution of such Proceeding and the Fund Fund, the Investment Manager or the Investment Manager Adviser shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund Fund, the Investment Manager or the Investment Manager Adviser shall not relieve the Fund Fund, the Investment Manager or the Investment Manager Adviser from any liability which the Fund Fund, the Investment Manager or the Investment Manager Adviser may have to any Underwriter or any such person or otherwiseotherwise and, unless and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund Fund, the Investment Manager or the Investment ManagerAdviser, as the case may be, in connection with the defense of such Proceeding or the Fund Fund, the Investment Manager or the Investment Manager Adviser shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund Fund, the Investment Manager or the Investment Manager Adviser (in which case neither the Fund nor Fund, the Investment Manager or the Investment Adviser, as the case may be, shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund Fund, the Investment Manager or the Investment Manager Adviser, as the case may be, and paid as incurred (it being understood, however, that the Fund Fund, the Investment Manager or the Investment Manager Adviser shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither None of the Fund nor Fund, the Investment Manager or the Investment Adviser shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund Fund, the Investment Manager or the Investment ManagerAdviser, as the case may be, the Fund Fund, the Investment Manager or the Investment ManagerAdviser, as the case may be, agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund and the Investment ManagerAdviser, jointly and severally, agrees to indemnify, defend and hold harmless the Dealer Manager, each UnderwriterSelling Group Member and each Soliciting Dealer, its and their respective partners, directors and directors, officers, employees, agents and affiliates and any person who controls any Underwriter the Dealer Manager, a Selling Group Member and or a Soliciting Dealer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter the Dealer Manager, a Selling Group Member, a Soliciting Dealer or any such person may incur under the Securities Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) or in a Prospectus (the term "“Prospectus" ” for the purpose of this Section 9 7 being deemed to include any Preliminary Prospectuspreliminary prospectus, any Sales the Offering Materials, the Prospectus and the Prospectus as amended or supplemented by the Fund), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus or necessary to make the statements made therein (with respect to the Prospectustherein, in the light of the circumstances under which they were made) , not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in and in conformity with information furnished in writing by or on behalf of any Underwriter the Dealer Manager to the Fund, the Investment Manager Fund or the Portfolio Manager Adviser expressly for use with reference to any Underwriter the Dealer Manager, Selling Group Members or Soliciting Dealers in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "“Proceeding"”) is brought against an Underwriter the Dealer Manager, a Selling Group Member, a Soliciting Dealer or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager Adviser pursuant to the foregoing paragraph, such Underwriter the Dealer Manager, a Selling Group Member, a Soliciting Dealer or such person shall promptly notify the Fund and the Investment Manager Adviser in writing of the institution of such Proceeding and the Fund or the Investment Manager shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all reasonable fees and expenses; provided, however, that the omission failure to so notify the Fund or and the Investment Manager Adviser shall not relieve the Fund or the Investment Manager from any liability which the Fund or the Investment Manager Adviser may have to any Underwriter the Dealer Manager, a Selling Group Member, a Soliciting Dealer or any such person or otherwise, unless such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. Such Underwriter The Dealer Manager, a Selling Group Member, a Soliciting Dealer or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter the Dealer Manager, a Selling Group Member, a Soliciting Dealer or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment ManagerAdviser, as the case may be, in connection with the defense of such Proceeding or the Fund or the Investment Manager Adviser shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded (based on advice from counsel) that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager Adviser (in which case neither the Fund nor or the Investment Manager Adviser shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, Adviser may employ counsel and participate in the defense thereof thereof, but the fees and expenses of such counsel shall be at the expense of the Fund or the Investment ManagerAdviser, as the case may be), in any of which events such the reasonable fees and expenses shall be borne by the Fund or the Investment Manager Adviser and paid as incurred (it being understood, however, that the Fund or the Investment Manager shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such ProceedingProceeding (provided that the Fund or the Adviser shall not be liable for the expenses of more than one separate counsel in connection with any one Proceeding or series of related Proceedings). Neither the Fund nor the Investment Manager Adviser shall be liable for any settlement of any Proceeding effected without its written consent consent, but if a Proceeding is settled with the written consent of the Fund or the Investment ManagerAdviser, then the Fund or the Investment ManagerAdviser, as the case may be, agrees to indemnify and hold harmless any Underwriter the Dealer Manager, a Selling Group Member, a Soliciting Dealer and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' ’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified partyparty unless such indemnified party gives written consent to such admission of fault, culpability or a failure to act.

Indemnity and Contribution. (a) Each of the Fund and the Investment Manager, jointly and severally, agrees to indemnify, defend The Company will indemnify and hold harmless each Underwriter, its partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and Initial Purchaser against any losslosses, damageclaims, expensedamages or liabilities, liability joint or claim (including the reasonable cost of investigation) whichseveral, jointly or severallyto which such Initial Purchaser may become subject, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law Securities Act or otherwise, insofar as such losslosses, damageclaims, expense, liability damages or claim arises liabilities (or actions in respect thereof) arise out of or is are based upon any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) or in a Prospectus (the term "Prospectus" for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales MaterialsDisclosure Package, the Prospectus Final Memorandum and any Supplemental Offering Materials relating to the Prospectus as amended or supplemented by the Fund)Securities, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such Initial Purchaser for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any an untrue statement or alleged untrue statement of a material fact contained or omission or alleged omission made in the Disclosure Package, the Final Memorandum and any Supplemental Offering Materials relating to the Securities, or in any such amendment or supplement thereto, in reliance upon and in conformity with written information furnished in writing by or on behalf of any Underwriter to the Fund, the Investment Manager or the Portfolio Manager Company by such Initial Purchaser expressly for use with reference to any Underwriter in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager in writing of the institution of such Proceeding and the Fund or the Investment Manager shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager shall not relieve the Fund or the Investment Manager from any liability which the Fund or the Investment Manager may have to any Underwriter or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, in connection with the defense of such Proceeding or the Fund or the Investment Manager shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager (in which case neither the Fund nor the Investment Manager shall have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager and paid as incurred (it being understood, however, that the Fund or the Investment Manager shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment Manager, the Fund or the Investment Manager, as the case may be, agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified partytherein.

Indemnity and Contribution. (a) Each of the Fund and the Investment Managereach Adviser, jointly and severally, agrees to indemnify, defend and hold harmless the Dealer Manager, each UnderwriterSelling Group Member and each Soliciting Dealer, its and their respective partners, directors and officers, and any person who controls any Underwriter the Dealer Manager, a Selling Group Member and or a Soliciting Dealer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter the Dealer Manager, a Selling Group Member, a Soliciting Dealer or any such person may incur under the Securities Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) or in a Prospectus (the term "“Prospectus" ” for the purpose of this Section 9 7 being deemed to include any Preliminary Prospectuspreliminary prospectus, any Sales the Offering Materials, the Prospectus and the Prospectus as amended or supplemented by the Fund), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus or necessary to make the statements made therein (with respect to the Prospectustherein, in light of the circumstances under which they were made) , not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in and in conformity with information furnished in writing by or on behalf of any Underwriter the Dealer Manager, Selling Group Members or Soliciting Dealers to the Fund, the Investment Manager Fund or the Portfolio Manager expressly Adviser for use with reference to any Underwriter the Dealer Manager, Selling Group Members or Soliciting Dealers in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "“Proceeding"”) is brought against an Underwriter the Dealer Manager, a Selling Group Member, a Soliciting Dealer or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager Advisers pursuant to the foregoing paragraph, such Underwriter the Dealer Manager, a Selling Group Member, a Soliciting Dealer or such person shall promptly notify the Fund and the Investment Manager each Adviser in writing of the institution of such Proceeding and the Fund or the Investment Manager shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all reasonable fees and expenses; provided, however, that the omission failure to so notify the Fund or the Investment Manager and each Adviser shall not relieve the Fund or the Investment Manager from any liability which the Fund or the Investment Manager an Adviser may have to any Underwriter the Dealer Manager, a Selling Group Member, a Soliciting Dealer or any such person or otherwise, unless such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. Such Underwriter The Dealer Manager, a Selling Group Member, a Soliciting Dealer or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter the Dealer Manager, a Selling Group Member, a Soliciting Dealer or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment ManagerAdvisers, as the case may be, in connection with the defense of such Proceeding or the Fund or the Investment Manager Advisers shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded (based on advice from counsel) that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager Advisers (in which case neither the Fund nor or the Investment Manager Advisers shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, Advisers may employ counsel and participate in the defense thereof thereof, but the fees and expenses of such counsel shall be at the expense of the Fund or the Investment ManagerAdvisers, as the case may be), in any of which events such the reasonable fees and expenses shall be borne by the Fund or the Investment Manager Advisers and paid as incurred (it being understood, however, that the Fund or and the Investment Manager Advisers shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither The Fund and the Fund nor the Investment Manager Advisers shall not be liable for any settlement of any Proceeding effected without its written consent consent, but if a Proceeding is settled with the written consent of the Fund or the Investment ManagerAdvisers, the Fund or the Investment ManagerAdvisers, as the case may be, agrees agree to indemnify and hold harmless any Underwriter the Dealer Manager, a Selling Group Member, a Soliciting Dealer and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' ’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified partyparty unless such indemnified party gives written consent to such admission of fault, culpability or a failure to act.

Indemnity and Contribution. (a) Each of the Fund and the Investment Manager, jointly and severally, The Company agrees to indemnify, defend indemnify and hold harmless each Underwriter, its partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons (each, an “Underwriter Indemnified Party”) from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person Indemnified Party may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) or in a Prospectus (the term "Prospectus" for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the Fund), or arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated in either such Registration Statement or Prospectus therein or necessary to make the statements made therein not misleading or (with respect ii) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Time of Sale Information, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus or any omission or alleged omission to state therein a material fact necessary in order to make the Prospectusstatements therein, in light of the circumstances under which they were made) , not misleading, in each case except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any such document in reliance upon and in conformity with information furnished in writing by or on behalf of any Underwriter through you to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use with reference to any such Underwriter in such Registration Statement or such Prospectus document or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus document or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) statements not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager in writing of the institution of such Proceeding and the Fund or the Investment Manager shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager shall not relieve the Fund or the Investment Manager from any liability which the Fund or the Investment Manager may have to any Underwriter or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, in connection with the defense of such Proceeding or the Fund or the Investment Manager shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager (in which case neither the Fund nor the Investment Manager shall have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager and paid as incurred (it being understood, however, that the Fund or the Investment Manager shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment Manager, the Fund or the Investment Manager, as the case may be, agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (aa)(1) Each of the Fund and the Investment Manager, jointly and severally, The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, each affiliate of any Underwriter within the meaning of Rule 405 under the Act that is involved in the Offering, and the successors and assigns of all of the foregoing persons persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigationany investigation incurred in connection therewith) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) Company), the Pricing Prospectus together with the Pricing Information, any Road Show Materials or in a the Prospectus (the term "Prospectus" for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the FundCompany), or arises arising out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such the Registration Statement Statement, the Pricing Prospectus together with the Pricing Information, any Road Show Materials or the Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information concerning such Underwriter furnished in writing by or on behalf of any such Underwriter through you to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use in the Registration Statement, the Pricing Prospectus together with reference to the Pricing Information, any Underwriter in such Registration Statement Road Show Materials or such the Prospectus or arises arising out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such the Registration Statement Statement, the Pricing Prospectus together with the Pricing Information, any Road Show Materials or such the Prospectus or necessary to make such information not misleading or (with respect to the Prospectus, in light of the circumstances under which they were madeii) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus untrue statement or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement made by the Company in Section 3 hereof or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If Company to perform when and as required any action, suit agreement or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager in writing of the institution of such Proceeding and the Fund or the Investment Manager shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager shall not relieve the Fund or the Investment Manager from any liability which the Fund or the Investment Manager may have to any Underwriter or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, in connection with the defense of such Proceeding or the Fund or the Investment Manager shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager (in which case neither the Fund nor the Investment Manager shall have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager and paid as incurred (it being understood, however, that the Fund or the Investment Manager shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment Manager, the Fund or the Investment Manager, as the case may be, agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified partycovenant contained herein.

Indemnity and Contribution. (a) Each of the Fund and the Investment Manager, jointly and severally, Adviser agrees to indemnify, defend and hold harmless each Underwriterthe Distributor, its partners, directors and officers, and any person who controls any Underwriter the Distributor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter which the Distributor or any such person may incur under the Securities Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) or in a Prospectus (the term "Prospectus" Prospectus for the purpose of this Section 9 10 being deemed to include any Preliminary Prospectuspreliminary prospectus, any Sales MaterialsMaterial, the Prospectus and the Prospectus as amended or supplemented by the Fund), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus or necessary to make the statements made therein not misleading (with respect to the Prospectus, in light of the circumstances under which they were are made) not misleading), except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of any Underwriter the Distributor to the Fund, Fund or the Investment Manager or the Portfolio Manager Advisor expressly for use with reference to any Underwriter the Distributor in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information not misleading (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof). If any action, suit or proceeding (together, a "“Proceeding"”) is brought against an Underwriter the Distributor or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager Adviser pursuant to the foregoing paragraph, such Underwriter the Distributor or such person shall promptly notify the Fund and or the Investment Manager Adviser, as the case may be, in writing of the institution of such Proceeding and the Fund or the Investment Manager Adviser shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager Adviser shall not relieve the Fund or the Investment Manager Adviser from any liability which the Fund or the Investment Manager Adviser may have to any Underwriter the Distributor or any such person or otherwise. Such Underwriter The Distributor or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter the Distributor or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment ManagerAdviser, as the case may be, in connection with the defense of such Proceeding or the Fund or the Investment Manager Adviser shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager Adviser (in which case neither the Fund nor or the Investment Manager Adviser shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager Adviser and paid as incurred (it being understood, however, that the Fund or the Investment Manager Adviser shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager Adviser shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment ManagerAdviser, the Fund or the Investment ManagerAdviser, as the case may be, agrees to indemnify and hold harmless any Underwriter the Distributor and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' ’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund and the Investment Manager, jointly and severally, The Company agrees to indemnify, defend and hold harmless each Underwriter, its partnersaffiliates, directors and directors, officers, employees and any person who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the 1933 Act, the Exchange Act, the Investment Company Act, the Advisers 1934 Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) or Company), in a Prospectus (the term "“Prospectus" ” for the purpose of this Section 9 8 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus Disclosure Package and the Final Prospectus Supplement, each as amended or supplemented by the FundCompany), any Issuer Free Writing Prospectus, or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the 1933 Act, or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or such Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of any Underwriter through the Representatives to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use with reference to any such Underwriter in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "“Proceeding"”) is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager Company pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager Company in writing of the institution of such Proceeding and the Fund or the Investment Manager Company shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; , provided, however, that the omission to so notify the Fund or the Investment Manager Company shall not relieve the Fund or the Investment Manager Company from any liability which the Fund or the Investment Manager Company may have to any Underwriter or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, Company in connection with the defense of such Proceeding or the Fund or the Investment Manager Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager Company (in which case neither the Fund nor the Investment Manager Company shall not have the right to direct the defense of such Proceeding on behalf of the such indemnified party or parties, but the Fund or the Investment Manager, as the case may be, Company may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the Fund or the Investment Manager, as the case may beCompany), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager Company and paid as incurred (it being understood, however, that the Fund or the Investment Manager Company shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager The Company shall not be liable for any settlement of any such claim or Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment ManagerCompany, the Fund or the Investment Manager, as the case may be, Company agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' ’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund and the Investment Manager, jointly and severally, agrees to indemnify, defend The Company shall indemnify and hold harmless each Underwriter, its partners, directors and members, directors, officers, affiliates and any person each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any lossand all losses, damageliabilities, expenseclaims, liability or claim damages and expenses whatsoever as incurred (including the reasonable cost of investigation) whichbut not limited to attorneys’ fees and any and all expenses whatsoever incurred in investigating, jointly preparing or severallydefending against any litigation, any such Underwriter commenced or threatened, or any such person claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may incur become subject under the Securities Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law Act or otherwise, insofar as such losslosses, damageliabilities, expenseclaims, liability damages or claim arises expenses (or actions in respect thereof) arise out of or is are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in (a) the Registration Statement Statement, including the Rule 430B information, (b) any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) or in a Prospectus (the term "Prospectus" for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the Fundsupplement thereto), or (c) any “road show” relating to the Shares (as defined in Rule 433) not constituting an Issuer Free Writing Prospectus (a “Non-Prospectus Road Show”), (ii) the omission or alleged omission therefrom of any material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Company will not be liable in any such case to the extent but only to the extent that any such loss, liability, claim, damage or expense arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained or omission or alleged omission, in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of any Underwriter to through the Fund, the Investment Manager or the Portfolio Manager expressly Representatives specifically for use with reference to any Underwriter in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the preparation thereof. This indemnity agreement contained will be in this subsection (a) with respect addition to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager in writing of the institution of such Proceeding and the Fund or the Investment Manager shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager shall not relieve the Fund or the Investment Manager from any liability which the Fund or the Investment Manager Company may have to any Underwriter or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, in connection with the defense of such Proceeding or the Fund or the Investment Manager shall not otherwise have, within a reasonable period of time in light of the circumstances, employed counsel including but not limited to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager (in which case neither the Fund nor the Investment Manager shall have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager and paid as incurred (it being understood, however, that the Fund or the Investment Manager shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment Manager, the Fund or the Investment Manager, as the case may be, agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or other liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of under this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified partyAgreement.

Indemnity and Contribution. (a) Each of the Fund and the Investment ManagerAdviser, jointly and severally, agrees to indemnify, defend and hold harmless the Dealer Manager, each UnderwriterSelling Group Member and each Soliciting Dealer, its and their respective partners, directors and directors, officers, employees, agents and affiliates and any person who controls any Underwriter the Dealer Manager, a Selling Group Member and or a Soliciting Dealer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) whichthat, jointly or severally, any such Underwriter the Dealer Manager, a Selling Group Member, a Soliciting Dealer or any such person may incur under the Securities Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) or in a Prospectus (the term "“Prospectus" ” for the purpose of this Section 9 7 being deemed to include any Preliminary Prospectuspreliminary prospectus, any Sales the Offering Materials, the Prospectus and the Prospectus as amended or supplemented by the Fund), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus or necessary to make the statements made therein (with respect to the Prospectustherein, in the light of the circumstances under which they were made) , not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in and in conformity with information furnished in writing by or on behalf of any Underwriter the Dealer Manager to the Fund, the Investment Manager Fund or the Portfolio Manager Adviser expressly for use with reference to any Underwriter the Dealer Manager, Selling Group Members or Soliciting Dealers in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "“Proceeding"”) is brought against an Underwriter the Dealer Manager, a Selling Group Member, a Soliciting Dealer or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager Adviser pursuant to the foregoing paragraph, such Underwriter the Dealer Manager, a Selling Group Member, a Soliciting Dealer or such person shall promptly notify the Fund and the Investment Manager Adviser in writing of the institution of such Proceeding and the Fund or the Investment Manager shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all reasonable fees and expenses; provided, however, that the omission failure to so notify the Fund or and the Investment Manager Adviser shall not relieve the Fund or the Investment Manager from any liability which that the Fund or the Investment Manager Adviser may have to any Underwriter the Dealer Manager, a Selling Group Member, a Soliciting Dealer or any such person or otherwise, unless such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. Such Underwriter The Dealer Manager, a Selling Group Member, a Soliciting Dealer or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter the Dealer Manager, a Selling Group Member, a Soliciting Dealer or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment ManagerAdviser, as the case may be, in connection with the defense of such Proceeding or the Fund or the Investment Manager Adviser shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded (based on advice from counsel) that there may be defenses available to it or them which that are different from, additional to or in conflict with those available to the Fund or the Investment Manager Adviser (in which case neither the Fund nor or the Investment Manager Adviser shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, Adviser may employ counsel and participate in the defense thereof thereof, but the fees and expenses of such counsel shall be at the expense of the Fund or the Investment ManagerAdviser, as the case may be), in any of which events such the reasonable fees and expenses shall be borne by the Fund or the Investment Manager Adviser and paid as incurred (it being understood, however, that the Fund or the Investment Manager shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager Adviser shall be liable for any settlement of any Proceeding effected without its written consent consent, but if a Proceeding is settled with the written consent of the Fund or the Investment ManagerAdviser, then the Fund or the Investment ManagerAdviser, as the case may be, agrees to indemnify and hold harmless any Underwriter the Dealer Manager, a Selling Group Member, a Soliciting Dealer and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' ’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified partyparty unless such indemnified party gives written consent to such admission of fault, culpability or a failure to act.

Indemnity and Contribution. (a) a. Each of the Fund and the Investment Manager, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriterthe Dealer Manager, its partners, directors and officers, and any person who controls any Underwriter the Dealer Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter which the Dealer Manager or any such person may incur under the Securities Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) or in a Prospectus (the term "Prospectus" Prospectus for the purpose of this Section 9 7 being deemed to include any Preliminary Prospectus, any Sales Materialspreliminary prospectus, the Prospectus and the Prospectus as amended or supplemented by the Fund), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of any Underwriter the Dealer Manager to the Fund, Fund or the Investment Manager or the Portfolio Manager expressly for use with reference to any Underwriter the Dealer Manager in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "Proceeding") is brought against an Underwriter the Dealer Manager or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager pursuant to the foregoing paragraph, such Underwriter the Dealer Manager or such person shall promptly notify the Fund and or the Investment Manager Manager, as the case may be, in writing of the institution of such Proceeding and the Fund or the Investment Manager shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager shall not relieve the Fund or the Investment Manager from any liability which the Fund or the Investment Manager may have to any Underwriter the Dealer Manager or any such person or otherwise. Such Underwriter The Dealer Manager or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter the Dealer Manager or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, in connection with the defense of such Proceeding or the Fund or the Investment Manager shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager (in which case neither the Fund nor or the Investment Manager shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager and paid as incurred (it being understood, however, that the Fund or the Investment Manager shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment Manager, the Fund or the Investment Manager, as the case may be, agrees to indemnify and hold harmless any Underwriter the Dealer Manager and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund and the Investment Manager, jointly and severally, The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” that sells Securities on behalf of such Underwriters, and the successors and assigns of all of the foregoing persons persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the FundCompany) or in a Prospectus (the term "Prospectus" for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the Fund), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus therein or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in in, and in conformity with information concerning such Underwriter furnished in writing by or on behalf of any such Underwriter through you to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use in, the Registration Statement or arises out of or is based upon any omission or alleged omission to state a material fact in the Registration Statement in connection with reference such information, which material fact was not contained in such information and which material fact was required to any Underwriter be stated in such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Basic Prospectus, any Pre-Pricing Prospectus, the Prospectus Supplement, the Prospectus and any amendments or supplements to the foregoing), in any Covered Free Writing Prospectus, in any “issuer information” (as defined in Rule 433 under the Act) of the Company, which “issuer information” is required to be, or is, filed with the Commission, or in any Prospectus together with any combination of one or more of the Covered Free Writing Prospectuses, if any, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to such Prospectus or Permitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter furnished in writing by or on behalf of such Underwriter through you to the Company expressly for use in, such Prospectus or Permitted Free Writing Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in such Prospectus or Permitted Free Writing Prospectus in connection with such information required to be stated information, which material fact was not contained in such Registration Statement or such Prospectus or information and which material fact was necessary in order to make the statements in such information (with respect to the Prospectusinformation, in the light of the circumstances under which they were made) , not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager in writing of the institution of such Proceeding and the Fund or the Investment Manager shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager shall not relieve the Fund or the Investment Manager from any liability which the Fund or the Investment Manager may have to any Underwriter or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, in connection with the defense of such Proceeding or the Fund or the Investment Manager shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager (in which case neither the Fund nor the Investment Manager shall have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager and paid as incurred (it being understood, however, that the Fund or the Investment Manager shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment Manager, the Fund or the Investment Manager, as the case may be, agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund and the Investment Manager, jointly and severally, The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person Person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons Persons from and against any loss, damage, expense, liability or claim (including including, but not limited to, the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person Person may incur under the Securities Act, the Exchange Act, the Investment Company Act, the Advisers Actfederal or state statutory law or regulation, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the FundCompany and including the Rule 430A Information) or in a Prospectus (the term "Prospectus" Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the Fund)Company) or in any Issuer Free Writing Prospectus, or arises out in any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus, or in any application or other document executed by or on behalf of the Company or is based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities or blue sky laws thereof or filed with the Commission, (ii) upon any omission or alleged omission to state in any such document a material fact required to be stated in either such Registration Statement or Prospectus therein or necessary to make the statements made therein (with respect to the Prospectustherein, in the light of the circumstances under which they were made, not misleading or (iii) any act or failure to act or any alleged act or failure to act by the Underwriters in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, damage, expense, liability, claim or action arising out of or based upon matters covered by clause (i) or (ii) above (provided that the Company shall not misleadingbe liable under this clause (iii) to the extent it is finally judicially determined by a court of competent jurisdiction that such loss, damage, expense, liability, claim or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by the Underwriters through their gross negligence or willful misconduct), except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of any Underwriter through Xxxxxxx Xxxxx to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use with reference to any such Underwriter in such Registration Statement the Prospectus or such any Issuer Free Writing Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such the Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person Person in respect of which indemnity may be sought against the Fund or the Investment Manager Company pursuant to the foregoing paragraph, such Underwriter or such person Person shall promptly notify the Fund and the Investment Manager Company in writing of the institution of such Proceeding and the Fund or the Investment Manager shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager Company shall not relieve the Fund or the Investment Manager Company from any liability which the Fund or the Investment Manager Company may have to any Underwriter or any such person Person or otherwise. Such Underwriter or such person Xxxxxxx Xxxxx shall have the right to employ its counsel for such indemnified parties and the Company shall indemnify the Underwriter or their own counsel in any such casePerson in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, but against any and all expense whatsoever, as incurred (including the reasonable fees and expenses disbursements of such counsel shall be counsel), reasonably incurred in investigating, preparing or defending against any Proceeding. The Company may participate at the its own expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, in connection with the defense of any such Proceeding or the Fund or the Investment Manager shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager (in which case neither the Fund nor the Investment Manager shall have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager and paid as incurred (it being understoodaction; provided, however, that counsel to the Fund or the Investment Manager Company shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the Company be liable for the fees and expenses of more than one separate counsel (in addition to any local counsel) separate from its own counsel for all indemnified parties in connection with any one Proceeding action or series of separate but similar or related Proceedings actions in the same jurisdiction representing arising out of the indemnified parties who are parties to such Proceeding)same general allegations or circumstances. Neither the Fund nor the Investment Manager The Company shall not be liable for any settlement of any such Proceeding effected without its written consent (which shall not be unreasonably withheld) but if settled with the written consent of the Fund or the Investment ManagerCompany, the Fund or the Investment Manager, as the case may be, Company agrees to indemnify and hold harmless any Underwriter and any such person Person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days Business Days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund and the Investment Manager, jointly and severally, The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) or in a Prospectus (Company), the term "Base Prospectus" for the purpose of this Section 9 being deemed to include , any Preliminary Prospectus, any Sales MaterialsIssuer Free Writing Prospectus, any Time of Sale Information or the Prospectus and the Prospectus as amended or supplemented by the Fund)Final Prospectus, or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement Statement, the Base Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information or the Final Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of any Underwriter through the Representatives to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use with reference to any such Underwriter in such Registration Statement Statement, Base Prospectus, Preliminary Prospectus, Issuer Free Writing Prospectus, Time of Sale Information or such Final Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement Statement, Base Prospectus, Preliminary Prospectus, Issuer Free Writing Prospectus, Time of Sale Information or such Final Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "“Proceeding"”) is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager Company pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager Company in writing of the institution of such Proceeding and the Fund or the Investment Manager Company shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; , provided, however, that the omission failure to so notify the Fund or the Investment Manager Company (i) shall not relieve the Fund or the Investment Manager Company from any liability which the Fund or the Investment Manager Company may have to any Underwriter or any such person or otherwiseunder this paragraph (a) unless and to the extent the Company did not otherwise learn of such Proceeding and such failure results in the forfeiture by the Company of substantial rights and defenses and (ii) will not, in any event, relieve the Company from any obligations to any indemnified party other than the indemnification obligation provided in this paragraph (a). Such Underwriter or such controlling person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such controlling person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, Company in connection with the defense of such Proceeding or the Fund or the Investment Manager Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict competition with those available to the Fund or the Investment Manager Company (in which case neither the Fund nor the Investment Manager Company shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager Company and paid as incurred (it being understood, however, that the Fund or the Investment Manager Company shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager The Company shall not be liable for any settlement of any such claim or Proceeding effected without its written consent consent, but if settled with the written consent of the Fund or the Investment ManagerCompany, the Fund or the Investment Manager, as the case may be, Company agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund and the Investment Manager, jointly and severally, (1) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange 1934 Act, each affiliate of any Underwriter within the meaning of Rule 405 under the 1933 Act that is involved in the Offering, and the successors and assigns of all of the foregoing persons persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigationany investigation incurred in connection therewith) which, jointly or severally, any such Underwriter or any such person may incur under the 1933 Act, the Exchange Act, the Investment Company Act, the Advisers 1934 Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) Company), the General Disclosure Package, any Offering Materials or in a the Prospectus (the term "Prospectus" for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the FundCompany), or arises arising out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such the Registration Statement Statement, the General Disclosure Package, any Offering Materials or the Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information concerning such Underwriter furnished in writing by or on behalf of any such Underwriter through you to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use with reference to in the Registration Statement, the General Disclosure Package, any Underwriter Offering Materials or the Prospectus, it being understood and agreed that the only such information is that set forth in such Registration Statement Section 10, or such Prospectus or arises arising out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such the Registration Statement Statement, the General Disclosure Package, any Offering Materials or such the Prospectus or necessary to make such information not misleading or (with respect to the Prospectus, in light of the circumstances under which they were madeii) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus untrue statement or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement made by the Company in Section 3 hereof or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If Company to perform when and as required any action, suit agreement or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager in writing of the institution of such Proceeding and the Fund or the Investment Manager shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager shall not relieve the Fund or the Investment Manager from any liability which the Fund or the Investment Manager may have to any Underwriter or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, in connection with the defense of such Proceeding or the Fund or the Investment Manager shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager (in which case neither the Fund nor the Investment Manager shall have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager and paid as incurred (it being understood, however, that the Fund or the Investment Manager shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment Manager, the Fund or the Investment Manager, as the case may be, agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified partycovenant contained herein.

Indemnity and Contribution. (a) Each of The Company, the Fund Operating Partnership, and the Investment ManagerAdvisor, jointly and severally, agrees agree (i) to indemnify, defend indemnify and hold harmless each UnderwriterHolder (including, without limitation, the Funds) named in any Shelf Registration Statement, or in any Prospectus, or in any amendment thereof or supplement thereto, its partnersaffiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, directors an “Affiliate”)), its selling agents and officerseach person, and any person if any, who controls any Underwriter such Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns Act (collectively referred to for purposes of all of the foregoing persons from and this Section 5 as a “Holder”) against any loss, claim, damage, expense, liability or claim (including the reasonable cost of investigation) whichexpense, jointly or severallyas incurred, any such Underwriter or any to which such person may incur become subject under the Securities Act, the Exchange ActAct or other federal or state statutory law or regulation, the Investment Company Act, the Advisers Act, the or at common law or otherwiseotherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, expense, liability or claim expense arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the such Shelf Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) or in a Prospectus (the term "Prospectus" for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the Fund)Statement, or arises out of or is based upon any omission or alleged omission to state therefrom of a material fact required to be stated necessary in either such Registration Statement or Prospectus or necessary order to make the statements made therein (with respect to the Prospectustherein, in the light of the circumstances under which they were made) , not misleading, except in the case of any Prospectus, and (ii) to reimburse such persons promptly upon demand for all reasonable expenses (including the fees and disbursements of counsel chosen by such Holder) as such expenses are reasonably incurred by such persons in connection with investigating, preparing or defending any action; provided, however, that the foregoing indemnity agreement shall not apply, with respect to such Holder, to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use in such Shelf Registration Statement or Prospectus. Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Operating Partnership and the Advisor, their respective Affiliates, each of their directors and officers, and each person, if any, who controls the Company, the Operating Partnership or the Advisor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which such person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Holder), insofar as any such loss, claim, damage, expense, liability or claim expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by any Shelf Registration Statement, or on behalf of any Underwriter to the Fund, the Investment Manager or the Portfolio Manager expressly for use with reference to any Underwriter in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state therefrom of a material fact necessary in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary order to make such information (with respect to the Prospectusstatements therein, in the light of the circumstances under which they were made) , not misleading, providedin the case of any Prospectus, howeverin each case to the extent, but only to the extent, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus such untrue statement or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission or alleged omission was made in such Shelf Registration Statement or Prospectus in reliance upon and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior in conformity with written information furnished to the written confirmation Company by such Holder expressly for use therein; and (ii) to reimburse such persons promptly upon demand for all reasonable expenses (including the fees and disbursements of the sale of such APS to such person, unless the failure is the result of noncompliance counsel chosen by the Fund with Section 5(d) hereof. If any actionCompany, suit or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund Operating Partnership or the Investment Manager pursuant to the foregoing paragraph, Advisor) as such Underwriter or expenses are reasonably incurred by such person shall promptly notify the Fund and the Investment Manager in writing of the institution of such Proceeding and the Fund or the Investment Manager shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager shall not relieve the Fund or the Investment Manager from any liability which the Fund or the Investment Manager may have to any Underwriter or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, persons in connection with the defense of such Proceeding investigating, preparing or the Fund or the Investment Manager shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager (in which case neither the Fund nor the Investment Manager shall have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in defending any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager and paid as incurred (it being understood, however, that the Fund or the Investment Manager shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment Manager, the Fund or the Investment Manager, as the case may be, agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified partyaction.

Indemnity and Contribution. (a) Each of the Fund and the Investment Manager, jointly and severally, The Company agrees to indemnify, defend and hold harmless each UnderwriterInitial Purchaser, its partners, directors and officers, and any person who controls any Underwriter Initial Purchaser within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter Initial Purchaser or any such person may incur under the Act, the Exchange Act, the Investment Company Actcommon law, the Advisers Act, the common applicable foreign law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained included in the Registration Statement (Pricing Disclosure Package or any Prospectus, or in any amendment or supplement to the Registration Statement as amended by Pricing Disclosure Package or any post-effective amendment thereof by the Fund) or in a Prospectus (the term "Prospectus" for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the Fund), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated necessary in either such Registration Statement or Prospectus or necessary order to make the statements made therein (with respect to the Prospectustherein, in the light of the circumstances under which they were made) , not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in in, and in conformity with information concerning such Initial Purchaser furnished in writing by or on behalf of any Underwriter such Initial Purchaser through UBS to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use with reference to any Underwriter in such Registration Statement in, the Pricing Disclosure Package or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in the Pricing Disclosure Package or such Prospectus in connection with such information required to be stated information, which material fact was not contained in such Registration Statement or such Prospectus or information and which material fact was necessary in order to make the statements in such information (with respect to the Prospectusinformation, in the light of the circumstances under which they were made) , not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager in writing of the institution of such Proceeding and the Fund or the Investment Manager shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager shall not relieve the Fund or the Investment Manager from any liability which the Fund or the Investment Manager may have to any Underwriter or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, in connection with the defense of such Proceeding or the Fund or the Investment Manager shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager (in which case neither the Fund nor the Investment Manager shall have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager and paid as incurred (it being understood, however, that the Fund or the Investment Manager shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment Manager, the Fund or the Investment Manager, as the case may be, agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund and the Investment Manager, jointly and severally, The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and directors, officers, employees and agents and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, the Basic Prospectus, any Prepricing Prospectus, any Prospectus Supplement or in the Prospectus (or in any of the Registration Statement foregoing as amended by the same may at any post-effective amendment thereof by the Fund) or in a Prospectus (the term "Prospectus" for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as time be amended or supplemented by the Fundsupplemented), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such the Registration Statement Statement, the Basic Prospectus, any Prepricing Prospectus, any Prospectus Supplement or the Prospectus (or in any of the foregoing as the same may at any time be amended or supplemented) or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of any Underwriter through you to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use with reference to any such Underwriter in such the Registration Statement Statement, the Basic Prospectus, any Prepricing Prospectus, any Prospectus Supplement or such the Prospectus (or in any of the foregoing as the same may at any time be amended or supplemented) or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such the Registration Statement Statement, the Basic Prospectus, any Prepricing Prospectus, any Prospectus Supplement or such the Prospectus (or in any of the foregoing as the same may at any time be amended or supplemented) or necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement made by the Company in Section 3 of this Agreement or the failure by the Company to perform when and as required any agreement or covenant contained herein or (iii) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials provided by the Company or based upon written information furnished by or, with respect to the Prospectus, in light approval of the circumstances under which they were made) not misleadingCompany, on behalf of the Company including, without limitation, slides, videos, films, tape recordings, used in connection with the marketing of the Shares; provided, however, that that, solely with regard to clause (i), the foregoing indemnity agreement contained in this subsection (a) with respect to any Preliminary Basic Prospectus or amended Preliminary Prepricing Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting such losses, claims, damages or liabilities purchased Securities, or any such lossperson controlling the Underwriter, damage, expense, liability or claim purchased the APS which is the subject thereof if sufficient copies of the Prospectus corrected any such alleged untrue statement or omission and if were timely delivered to such Underwriter failed pursuant to send or give Section 4 hereof and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not given or sent to such person person, if required by law to have been delivered, at or prior to the written confirmation of the sale of such APS the Securities to such person, unless and if the failure is Prospectus (as so amended or supplemented) would have cured the result of noncompliance by the Fund with Section 5(d) hereofdefect giving rise to such losses, claims, damages or liabilities. If any action, suit or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager Company pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager Company in writing of the institution of such Proceeding and the Fund or the Investment Manager Company shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expensesexpenses related thereto; provided, however, that the omission to so notify the Fund or the Investment Manager Company shall not relieve the Fund or the Investment Manager Company from any liability which the Fund or the Investment Manager Company may have to any Underwriter or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, Company in connection with the defense of such Proceeding or the Fund or the Investment Manager Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager Company (in which case neither the Fund nor the Investment Manager Company shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager Company and paid as incurred (it being understood, however, that the Fund or the Investment Manager Company shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager The Company shall not be liable for any settlement of any such Proceeding effected without its prior written consent but if settled with the prior written consent of the Fund or the Investment ManagerCompany, the Fund or the Investment Manager, as the case may be, Company agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund Trust and the Investment ManagerAdvisers, jointly and severally, agrees to indemnify, defend and hold harmless each UnderwriterDealer, its trustees, partners, directors and officers, and any person who controls any Underwriter Dealer within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter Dealer or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the FundTrust) or in a Prospectus (the term "Prospectus" Prospectus for the purpose of this Section 9 8 being deemed to include any Preliminary Prospectus, any Sales Materialspreliminary prospectus, the Prospectus and the Prospectus as amended or supplemented by the FundTrust), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of any Underwriter Dealer through you to the Fund, the Investment Manager Trust or the Portfolio Manager Adviser, expressly for use with reference to any Underwriter such Dealer in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus preliminary prospectus or amended Preliminary Prospectus preliminary prospectus shall not inure to the benefit of any Underwriter Dealer (or to the benefit of any person controlling such UnderwriterDealer) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS Shares which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter Dealer failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS Shares to such person, unless the failure is the result of noncompliance by the Fund Company with paragraph (h) of Section 5(d) 4 hereof. If any action, suit or proceeding (together, a "Proceeding") is brought against an Underwriter Dealer or any such person in respect of which indemnity may be sought against the Fund Trust or the Investment Manager Advisers pursuant to the foregoing paragraph, such Underwriter Dealer or such person shall promptly notify the Fund Trust and the Investment Manager Advisers in writing of the institution of such Proceeding and the Fund Trust or the Investment Manager Advisers shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all reasonable fees and expenses; provided, however, that the omission to so notify the Fund Trust or the Investment Manager Advisers shall not relieve the Fund Trust or the Investment Manager Advisers from any liability which the Fund Trust or the Investment Manager Advisers may have to any Underwriter Dealer or any such person or otherwise. Such Underwriter Dealer or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter Dealer or of such person unless the employment of such counsel shall have been authorized in writing by the Fund Trust or the Investment ManagerAdvisers, as the case may be, in connection with the defense of such Proceeding or the Fund Trust or the Investment Manager Advisers shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund Trust or the Investment Manager Advisers (in which case neither the Fund Trust nor the Investment Manager Advisers shall have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund Trust or the Investment Manager Advisers and paid as incurred (it being understood, however, that the Fund Trust or the Investment Manager Advisers shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund Trust nor the Investment Manager Adviser shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund Trust or the Investment ManagerAdvisers, the Fund Trust or the Investment ManagerAdvisers, as the case may be, agrees agree to indemnify and hold harmless any Underwriter Dealer and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund and the Investment ManagerThe Issuers agree, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and such person's partners, directors and officers and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fundthereof) or in a Prospectus (the term "Prospectus" for , or in any documents filed under the purpose of this Section 9 being Exchange Act and deemed to include any Preliminary be incorporated by reference into the Prospectus, or in any Sales Materials, application or other document executed by or on behalf of the Prospectus and Issuers or based on written information furnished by or on behalf of the Prospectus as amended Issuers filed in any jurisdiction in order to qualify the Notes under the securities or supplemented by blue sky laws thereof or filed with the Fund)Commission, or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of any Underwriter through you to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use with reference to any such Underwriter in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any claim, suit, action, suit proceeding, investigation or proceeding inquiry (together, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager Issuers pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager Company in writing of the institution of such Proceeding and the Fund or the Investment Manager Issuers shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager Company shall not relieve the Fund or the Investment Manager Issuers from any liability which the Fund or the Investment Manager Issuers may have to any Underwriter or any such person or otherwiseotherwise except to the extent that the Issuers have been materially prejudiced by such omission. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, Company in connection with the defense of such Proceeding or the Fund or the Investment Manager Issuers shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager Issuers (in which case neither the Fund nor the Investment Manager Issuers shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager Issuers and paid as incurred (it being understood, however, that the Fund or the Investment Manager Issuers shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager The Issuers shall not be liable for any settlement of any Proceeding effected without its their written consent consent, but if settled with the written consent of the Fund or the Investment ManagerIssuers, the Fund or the Investment Manager, as the case may be, agrees Issuers agree to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior written notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund and the Investment Manager, jointly and severally, The Company agrees to indemnify, defend and hold harmless each the Underwriter, its partners, directors directors, officers, counsel, employees and officersagents, and any person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, the respective agents, employees, officers, managers, directors, partners, counsel, members and shareholders of such persons, and the successors and assigns of all of the foregoing persons persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such which the Underwriter or any such person may incur under the Securities Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the FundCompany) or in a Prospectus (the term "Prospectus" Prospectus for the purpose of this Section 9 8 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the FundCompany), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or such Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information concerning such Underwriter furnished in writing by or on behalf of any such Underwriter through you to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use with reference to any Underwriter in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (aii) with respect to any Preliminary Prospectus untrue statement or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement made by the Company in Section 3 hereof or omission the failure by the Company to perform when and if such Underwriter failed to send as required any agreement or give a copy covenant contained herein, or (iii) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials provided by the Company or based upon written information furnished by or on behalf of the Prospectus to such person at Company including, without limitation, slides, videos, films or prior to tape recordings used in connection with the written confirmation marketing of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereofShares. If any action, suit or proceeding (togethereach, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager Company pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager Company in writing of the institution of such Proceeding and the Fund or the Investment Manager Company shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager Company shall not relieve the Fund or the Investment Manager Company from any liability which the Fund or the Investment Manager Company may have to any Underwriter or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, Company in connection with the defense of such Proceeding or the Fund or the Investment Manager Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager Company (in which case neither the Fund nor the Investment Manager Company shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager Company and paid as incurred (it being understood, however, that the Fund or the Investment Manager Company shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager The Company shall not be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment ManagerCompany, the Fund or the Investment Manager, as the case may be, Company agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have fully reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each a. Subject to the restrictions of Section 17 of the Investment Company Act, each of the Fund and the Investment ManagerAdvisor, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriterthe Dealer Manager, its partners, directors and officers, and any person who controls any Underwriter the Dealer Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter which the Dealer Manager or any such person may incur under the Securities Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) or in a Prospectus (the term "Prospectus" Prospectus for the purpose of this Section 9 6 being deemed to include any Preliminary Prospectuspreliminary prospectus, any Sales the Offering Materials, the Prospectus and the Prospectus as amended or supplemented by the Fund), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus or necessary to make the statements made therein not misleading (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading), except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of any Underwriter the Dealer Manager to the Fund, Fund or the Investment Manager or the Portfolio Manager Advisor expressly for use with reference to any Underwriter the Dealer Manager in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information not misleading (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof). If any action, suit or proceeding (together, a "“Proceeding"”) is brought against an Underwriter the Dealer Manager or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager Advisor pursuant to the foregoing paragraph, such Underwriter the Dealer Manager or such person shall promptly notify the Fund and or the Investment Manager Advisor, as the case may be, in writing of the institution of such Proceeding and the Fund or the Investment Manager Advisor shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager Advisor shall not relieve the Fund or the Investment Manager Advisor from any liability which the Fund or the Investment Manager Advisor may have to any Underwriter the Dealer Manager or any such person or otherwise. Such Underwriter The Dealer Manager or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter the Dealer Manager or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment ManagerAdvisor, as the case may be, in connection with the defense of such Proceeding or the Fund or the Investment Manager Advisor shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager Advisor (in which case neither the Fund nor or the Investment Manager Advisor shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager Advisor and paid as incurred (it being understood, however, that the Fund or the Investment Manager Advisor shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager Advisor shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment ManagerAdvisor, the Fund or the Investment ManagerAdvisor, as the case may be, agrees to indemnify and hold harmless any Underwriter the Dealer Manager and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' ’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) (1) Each of the Fund Company, the Adviser and the Investment ManagerAdministrator, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigationany investigation actually incurred in connection therewith) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the FundCompany) or in a Prospectus (the term "Prospectus" Prospectus for the purpose of this Section 9 10 being deemed to include any the Preliminary Prospectus, any Sales Materialsthe Prospectus, the Prospectus Disclosure Package and the Prospectus as amended or supplemented by the FundCompany), or arises out of or is based upon (i) any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or such Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information concerning such Underwriter furnished in writing by or on behalf of any such Underwriter through you to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use with reference to any Underwriter in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information not misleading (with respect ii) any untrue statement or alleged untrue statement made by the Company in Section 3 hereof or the failure by the Company to perform when and as required any agreement or covenant contained herein or (iii) the ProspectusDirected Share Program, in light provided that, subject to applicable provisions of the circumstances under which they were made) not misleadingInvestment Company Act, providedif any, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus Company shall not inure to the benefit of be responsible under this clause (iii) for any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased that is finally judicially determined to have resulted from the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement gross negligence or omission and if such Underwriter failed to send or give a copy willful misconduct of the Prospectus to such person at or prior to Underwriters in conducting the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager in writing of the institution of such Proceeding and the Fund or the Investment Manager shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager shall not relieve the Fund or the Investment Manager from any liability which the Fund or the Investment Manager may have to any Underwriter or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, in connection with the defense of such Proceeding or the Fund or the Investment Manager shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager (in which case neither the Fund nor the Investment Manager shall have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager and paid as incurred (it being understood, however, that the Fund or the Investment Manager shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment Manager, the Fund or the Investment Manager, as the case may be, agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified partyDirected Share Program.

Indemnity and Contribution. (a) Each of the Fund Company and the Investment ManagerLLC, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-post- effective amendment thereof by the FundCompany) or in a Prospectus (the term "Prospectus" Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the FundCompany), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of any Underwriter through you to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use with reference to any such Underwriter in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information not misleading or (with respect to ii) any untrue statement or alleged untrue statement made by the Prospectus, Company in light Section 3 of this Agreement or (iii) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials provided by the Company or based upon written information furnished by or on behalf of the circumstances under which they were madeCompany including, without limitation, slides, videos, films, tape recordings, used in connection with the marketing of the Shares, or (iv) not misleadingthe Directed Share Program, providedprovided that, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus Company shall not inure to the benefit of be responsible for any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability liability, or claim purchased that is finally judicially determined to have resulted from the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement bad faith or omission and if such Underwriter failed to send or give a copy gross negligence of the Prospectus to such person at or prior to Underwriters in conducting the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereofDirected Share Program. If any action, suit or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund Company or the Investment Manager LLC pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager Company in writing of the institution of such Proceeding and the Fund Company or the Investment Manager LLC shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager Company shall not relieve -------- ------- the Fund Company or the Investment Manager LLC from any liability which the Fund Company or the Investment Manager LLC may have to any Underwriter or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, Company in connection with the defense of such Proceeding or the Fund Company or the Investment Manager LLC shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of defend such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund Company or the Investment Manager LLC (in which case neither the Fund nor the Investment Manager Company shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager Company and LLC and paid as incurred (it being understood, however, that the Fund or the Investment Manager Company and LLC shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund Company nor the Investment Manager LLC shall be liable for any settlement of any Proceeding effected without its the written consent of the Company or LLC but if settled with the written consent of the Fund Company or the Investment ManagerLLC, the Fund or the Investment Manager, as the case may be, agrees Company and LLC agree to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund and the Investment Manager, jointly and severally, The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person Person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including including, but not limited to, the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person Person may incur under the Securities Act, the Exchange Act, the Investment Company Actfederal or state statutory law or regulation, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the FundCompany) or in a Prospectus (the term "Prospectus" Prospectus for the purpose of this Section 9 9(a) being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the FundCompany), or in any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus, or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities or blue sky laws thereof or filed with the Commission, or arises out of or is based upon any omission or alleged omission to state in any such document a material fact required to be stated in either such Registration Statement or Prospectus therein or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, misleading except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information concerning such Underwriter and furnished in writing by or on behalf of any such Underwriter through FBR to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use with reference to any such Underwriter in such the Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person Person in respect of which indemnity may be sought against the Fund or the Investment Manager Company pursuant to the foregoing paragraph, such Underwriter or such person Person shall promptly notify the Fund and the Investment Manager Company in writing of the institution of such Proceeding and the Fund or the Investment Manager Company shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager Company shall not relieve the Fund or the Investment Manager Company from any liability which the Fund or the Investment Manager Company may have to any Underwriter or any such person Person or otherwise. Such Underwriter or such person controlling Person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person Person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, Company in connection with the defense of such Proceeding or the Fund or the Investment Manager Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager Company (in which case neither the Fund nor the Investment Manager Company shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager Company and paid as incurred (it being understood, however, that the Fund or the Investment Manager Company shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager The Company shall not be liable for any settlement of any such Proceeding effected without its written consent (which shall not be unreasonably withheld) but if settled with the written consent of the Fund or the Investment ManagerCompany, the Fund or the Investment Manager, as the case may be, Company agrees to indemnify and hold harmless any Underwriter and any such person Person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days Business Days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund and the Investment Manager, jointly and severally, The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and directors, officers, employees and agents and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, the Basic Prospectus, any Prepricing Prospectus, any Prospectus Supplement or in the Prospectus (or in any of the Registration Statement foregoing as amended by the same may at any post-effective amendment thereof by the Fund) or in a Prospectus (the term "Prospectus" for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as time be amended or supplemented by the Fundsupplemented), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such the Registration Statement Statement, the Basic Prospectus, any Prepricing Prospectus, any Prospectus Supplement or the Prospectus (or in any of the foregoing as the same may at any time be amended or supplemented) or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of any Underwriter through you to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use with reference to any such Underwriter in such the Registration Statement Statement, the Basic Prospectus, any Prepricing Prospectus, any Prospectus Supplement or such the Prospectus (or in any of the foregoing as the same may at any time be amended or supplemented) or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such the Registration Statement Statement, the Basic Prospectus, any Prepricing Prospectus, any Prospectus Supplement or such the Prospectus (or in any of the foregoing as the same may at any time be amended or supplemented) or necessary to make such information not misleading or (with respect to the Prospectus, in light of the circumstances under which they were madeii) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus untrue statement or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement made by the Company in Section 3 of this Agreement or omission the failure by the Company to perform when and if such Underwriter failed to send as required any agreement or give a copy covenant contained herein or (iii) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials provided by the Company or based upon written information furnished by or on behalf of the Prospectus to such person at or prior to Company including, without limitation, slides, videos, films, tape recordings, used in connection with the written confirmation marketing of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereofShares. If any action, suit or proceeding (together, a "Proceeding") is ---------- brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager Company pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager Company in writing of the institution of such Proceeding and the Fund or the Investment Manager Company shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission -------- ------- to so notify the Fund or the Investment Manager Company shall not relieve the Fund or the Investment Manager Company from any liability which the Fund or the Investment Manager Company may have to any Underwriter or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, Company in connection with the defense of such Proceeding or the Fund or the Investment Manager Company shall not have, within a reasonable period of time in light of the circumstances, circumstances employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager Company (in which case neither the Fund nor the Investment Manager Company shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager Company and paid as incurred (it being understood, however, that the Fund or the Investment Manager Company shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager The Company shall not be liable for any settlement of any such Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment ManagerCompany, the Fund or the Investment Manager, as the case may be, Company agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund and the Investment Manager, jointly and severally, The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the FundCompany) or in a Prospectus (the term "Prospectus" Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the FundCompany), or (ii) arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except except, in each case, insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of any Underwriter through you to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use with reference to any such Underwriter in such Registration Statement or such Prospectus (which information the parties hereto agree is limited to the Underwriters’ Information as defined in Section 16) or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information the Underwriters’ Information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) Underwriters’ Information not misleading, ; provided, however, that the foregoing indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof Shares, or any person controlling such Underwriter, if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus (as then amended or supplemented) was timely furnished by the Company to such person Underwriter and the Prospectus (as then amended or supplemented) was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of such APS the Shares to such person, unless and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, damage, expense, liability or claim. The Company shall indemnify and hold harmless the Designated Underwriter and its officers, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of the Securities Act (collectively the “Designated Underwriter Indemnified Parties” and each a “Designated Underwriter Indemnified Party”) against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) to which, jointly or severally, that Designated Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for distribution to Participants in connection with the Directed Share Program, (ii) the omission or alleged omission to state in any material prepared by or with the consent of the Company for distribution to Participants in connection with the Directed Share Program of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the failure of any Participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase; or (iv) any other loss, damage, expense, liability or claim in respect of, related to, arising out of, or in connection with the Directed Share Program, other than such losses, damages, expenses, liabilities or claims that are finally judicially determined to have resulted from the willful misconduct or gross negligence of the Designated Underwriter. This indemnity agreement is not exclusive and will be in addition to any liability which the result of noncompliance by the Fund with Company might otherwise have and shall not limit any rights or remedies which may otherwise be available at law or in equity to each Underwriter or other indemnified party under this Section 5(d) hereof9(a). If any action, suit or proceeding (together, a "“Proceeding"”) is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager Company pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager Company in writing of the institution of such Proceeding and the Fund or the Investment Manager Company shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager Company shall not relieve the Fund or the Investment Manager Company from any liability which the Fund or the Investment Manager Company may have to any Underwriter or any such person or otherwiseotherwise unless the Company is materially prejudiced thereby but only to the extent of such prejudice. Such Underwriter or such controlling person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, Company in connection with the defense of such Proceeding or the Fund or the Investment Manager Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager Company (in which case neither if the Fund nor indemnified party or parties notify the Investment Manager Company in writing that it (or they) elects to employ separate counsel at the expense of the Company, the Company shall not have the right to assume or direct the defense of such Proceeding action on behalf of the such indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager Company and paid as incurred (it being understood, however, that the Fund or the Investment Manager Company shall not be liable for the expenses of more than one separate counsel (which shall be chosen by XX Xxxxx Securities Corporation if the Underwriters are the indemnified parties) (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager The Company shall not be liable for any settlement of any such Proceeding effected without its written consent consent, but if settled with the written consent of the Fund or the Investment ManagerCompany, the Fund or the Investment Manager, as the case may be, Company agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' ’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party. Notwithstanding anything contained herein to the contrary, if indemnity may be sought pursuant to the second paragraph of this Section 9(a), then in addition to such separate firm for the indemnified parties, the indemnifying party shall be liable for the reasonable fees and expenses of not more than one separate firm (in addition to any local counsel) for the Designated Underwriter for the defense of any losses, damages, liabilities or claims arising out of the Directed Share Program, and all persons, if any, who control the Designated Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act.

Indemnity and Contribution. (a) Each of the Fund The Company and the Investment ManagerSelling Stockholder, jointly and severally, agrees agree to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the FundCompany) or in a Prospectus (the term "Prospectus" Prospectus for the purpose of this Section 9 12 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the FundCompany), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or such Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in in, and in conformity with information concerning such Underwriter furnished in writing by or on behalf of any such Underwriter through you to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use with reference to any Underwriter in in, such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, ; provided, however, that the indemnity agreement contained in this subsection (aSection 12(a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS Shares which is are the subject thereof if if, and only to the extent that, a court of competent jurisdiction finds, in a final, non-appealable judgment binding upon the parties hereto, that (i) the sale to such person was an initial resale by such Underwriter directly to such person, (ii) the Prospectus corrected corrected, and the indemnifying party has satisfied and sustained the burden of proof that the Prospectus corrected, any such alleged untrue statement or omission and if omission, (iii) such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS Shares to such person, unless (iv) the failure is the result of noncompliance by the Fund Company furnished to such Underwriter, in compliance with Section 5(d5(b) hereof. If any action, suit sufficient copies of the Prospectus in a timely manner as to reasonably permit such Underwriter to send or proceeding (together, give a "Proceeding") is brought against an Underwriter or any copy of the Prospectus to such person in respect of which indemnity may be sought against the Fund at or the Investment Manager pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager in writing of the institution of such Proceeding and the Fund or the Investment Manager shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager shall not relieve the Fund or the Investment Manager from any liability which the Fund or the Investment Manager may have to any Underwriter or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, in connection with the defense of such Proceeding or the Fund or the Investment Manager shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager (in which case neither the Fund nor the Investment Manager shall have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager and paid as incurred (it being understood, however, that the Fund or the Investment Manager shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment Manager, the Fund or the Investment Manager, as the case may be, agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date written confirmation of such settlement sale, (v) such Prospectus was required by law to be delivered to such person at or prior to the written confirmation of such sale, and (iiivi) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention loss, damage, expense, liability or claim resulted from such failure to settle. No indemnifying party shall, without the prior written consent send or give a copy of the indemnified party, effect any settlement Prospectus to such person at or prior to the written confirmation of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release the sale of such indemnified party from all liability on claims that are the subject matter of Shares to such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified partyperson.

Indemnity and Contribution. (a) Each of the Fund and the Investment ManagerIssuers, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the FundIssuers) or in a Prospectus (the term "Prospectus" Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the FundIssuers), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of any Underwriter through you to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use with reference to any such Underwriter in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, ; provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS Securities which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS Securities to such person, unless the failure is the result of noncompliance by the Fund Company with paragraph (f) of Section 5(d) 4 hereof. If any action, suit or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager Issuers pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager Issuers in writing of the institution of such Proceeding and the Fund or the Investment Manager Issuers shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager Issuers shall not relieve the Fund or the Investment Manager Issuers from any liability which the Fund or the Investment Manager Issuers may have to any Underwriter or any such person or otherwise, other than pursuant to Section 9(a) to the extent that the Issuers are materially prejudiced as a result of such omission to so notify. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, Issuers in connection with the defense of such Proceeding or the Fund or the Investment Manager Issuers shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager Issuers (in which case neither the Fund nor the Investment Manager Issuers shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager Issuers and paid as incurred (it being understood, however, that the Fund or the Investment Manager Issuers shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager The Issuers shall not be liable for any settlement of any Proceeding effected without its the written consent of the Company but if settled with the written consent of the Fund or the Investment ManagerCompany, the Fund or the Investment ManagerIssuers, as the case may bejointly and severally, agrees agree to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund and the Investment Manager, jointly and severally, The Company agrees to indemnify, defend indemnify and hold harmless each Underwriter, its partners, members, directors and officers, and any other person who controls any such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such other person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the FundCompany) or in a Prospectus (the term "Prospectus" Prospectus for the purpose of this Section 9 8 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the FundCompany), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus or necessary to make the statements made therein not misleading (with respect to in the case of the Prospectus, in light of the circumstances under which they were made) not misleading), except with respect to any Underwriter and each person who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus and in conformity with information furnished in writing by or on behalf of any Underwriter through you to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use with reference to any Underwriter in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information statements not misleading (with respect to in the case of the Prospectus, in light of the circumstances under which they were made) not misleading), provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS Shares which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS Shares to such person, unless the failure is the result of noncompliance by the Fund Company with Section 5(d4(e) hereof. If any action, suit or proceeding (together, a "Proceeding") is brought against an Underwriter or any such other person in respect of which indemnity may be sought against the Fund or the Investment Manager Company pursuant to the foregoing paragraph, such Underwriter or such other person shall promptly notify the Fund and the Investment Manager Company in writing of the institution of such Proceeding and the Fund or the Investment Manager Company shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager Company shall not relieve the Fund or the Investment Manager Company from any liability which the Fund or the Investment Manager Company may have to any Underwriter or any such other person or otherwiseotherwise unless the Company has been materially prejudiced in its defense. Such Underwriter or such other person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such other person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, Company in connection with the defense of such Proceeding or the Fund or the Investment Manager Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager Company (in which case neither the Fund nor the Investment Manager Company shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager Company and paid as incurred (it being understood, however, that the Fund or the Investment Manager Company shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager The Company shall not be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment ManagerCompany, the Fund or the Investment Manager, as the case may be, Company agrees to indemnify and hold harmless any Underwriter and any such other person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified partyparty (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (ab) Each of the Fund and the Investment Manager, jointly and severally, The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and directors, officers, employees, representatives and agents and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons persons, to the fullest extent lawful, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the FundCompany) or in a Prospectus (the term "Prospectus" Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the FundCompany), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of any Underwriter through you to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use with reference to any such Underwriter in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS Shares which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS Shares to such person, unless the failure is the result of noncompliance by the Fund Company with paragraphs (b) or (h) of Section 5(d) 4 hereof. If any claim, suit, action, suit proceeding, investigation or proceeding inquiry (together, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager Company pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager Company in writing of the institution of such Proceeding and the Fund or the Investment Manager Company shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager Company shall not relieve the Fund or the Investment Manager Company from any liability which the Fund or the Investment Manager Company may have to any Underwriter or any such person or otherwiseotherwise unless the Company is materially and irrevocably prejudiced in its defense by reason of such delay. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, Company in connection with the defense of such Proceeding or the Fund or the Investment Manager Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have take charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager Company (in which case neither the Fund nor the Investment Manager Company shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager Company and paid as incurred (it being understood, however, that the Fund or the Investment Manager Company shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager The Company shall not be liable for any settlement of any Proceeding effected without its written consent which consent shall not be unreasonably withheld, but if settled with the written consent of the Fund or the Investment ManagerCompany, the Fund or the Investment Manager, as the case may be, Company agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund and the Investment ManagerAdviser, jointly and severally, agrees to indemnify, defend and hold harmless the Dealer Manager, each UnderwriterSelling Group Member and each Soliciting Dealer, its and their respective partners, directors and directors, officers, employees, agents and affiliates and any person who controls any Underwriter the Dealer Manager, a Selling Group Member and or a Soliciting Dealer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter the Dealer Manager, a Selling Group Member, a Soliciting Dealer or any such person may incur under the Securities Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) or in a Prospectus (the term "“Prospectus" ” for the purpose of this Section 9 7 being deemed to include any Preliminary Prospectuspreliminary prospectus, any Sales the Offering Materials, the Prospectus and the Prospectus as amended or supplemented by the Fund), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus or necessary to make the statements made therein (with respect to the Prospectustherein, in the light of the circumstances under which they were made) , not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in and in conformity with information furnished in writing by or on behalf of any Underwriter the Dealer Manager, Selling Group Members or Soliciting Dealers to the Fund, the Investment Manager Fund or the Portfolio Manager Adviser expressly for use with reference to any Underwriter the Dealer Manager, Selling Group Members or Soliciting Dealers in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "“Proceeding"”) is brought against an Underwriter the Dealer Manager, a Selling Group Member, a Soliciting Dealer or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager Adviser pursuant to the foregoing paragraph, such Underwriter the Dealer Manager, a Selling Group Member, a Soliciting Dealer or such person shall promptly notify the Fund and the Investment Manager Adviser in writing of the institution of such Proceeding and the Fund or the Investment Manager shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all reasonable fees and expenses; provided, however, that the omission failure to so notify the Fund or and the Investment Manager Adviser shall not relieve the Fund or the Investment Manager from any liability which the Fund or the Investment Manager Adviser may have to any Underwriter the Dealer Manager, a Selling Group Member, a Soliciting Dealer or any such person or otherwise, unless such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. Such Underwriter The Dealer Manager, a Selling Group Member, a Soliciting Dealer or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter the Dealer Manager, a Selling Group Member, a Soliciting Dealer or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment ManagerAdviser, as the case may be, in connection with the defense of such Proceeding or the Fund or the Investment Manager Adviser shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded (based on advice from counsel) that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager Adviser (in which case neither the Fund nor or the Investment Manager Adviser shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, Adviser may employ counsel and participate in the defense thereof thereof, but the fees and expenses of such counsel shall be at the expense of the Fund or the Investment ManagerAdviser, as the case may be), in any of which events such the reasonable fees and expenses shall be borne by the Fund or the Investment Manager Adviser and paid as incurred (it being understood, however, that the Fund or the Investment Manager Adviser shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in connection with any one Proceeding or series of separate but similar or related Proceedings in the same jurisdiction arising out of the same general allegations or circumstances representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager Adviser shall be liable for any settlement of any Proceeding effected without its written consent consent, but if a Proceeding is settled with the written consent of the Fund or the Investment ManagerAdviser, then the Fund or the Investment ManagerAdviser, as the case may be, agrees to indemnify and hold harmless any Underwriter the Dealer Manager, a Selling Group Member, a Soliciting Dealer and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' ’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified partyparty unless such indemnified party gives written consent to such admission of fault, culpability or a failure to act.

Indemnity and Contribution. (a) Each of The Company, the Fund Parent and the Investment Manager, Selling Stockholder jointly and severally, agrees severally agree to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the FundCompany) or in a Prospectus (the term "Prospectus" Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the FundCompany), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of any Underwriter (in its capacity as such) through you (in your capacity as representatives of the several Underwriters) to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use with reference to any such Underwriter (in its capacity as such) in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS Shares which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS Shares to such person, unless the failure is the result of noncompliance by the Fund Company with Section 5(d4(i)(g) hereof. hereof If any action, suit or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or Company, the Investment Manager Parent and the Selling Stockholder pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund Company, the Parent and the Investment Manager Selling Stockholder in writing of the institution of such Proceeding and the Fund or the Investment Manager Company shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or Company, the Investment Manager Parent and the Selling Stockholder shall not relieve the Fund or Company, the Investment Manager Parent and the Selling Stockholder from any liability which the Fund or Company, the Investment Manager Parent and the Selling Stockholder may have to any Underwriter or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, Company in connection with the defense of such Proceeding or the Fund or the Investment Manager Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded concluded, based on the written advice of counsel, that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or Company, the Investment Manager Parent and the Selling Stockholder (in which case neither the Fund nor the Investment Manager Company shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or Company, the Investment Manager Parent and the Selling Stockholder and paid as incurred (it being understood, however, that the Fund or Company, the Investment Manager Parent and the Selling Stockholder shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither The Company, the Fund nor Parent and the Investment Manager Selling Stockholder shall not be liable for any settlement of any Proceeding effected without its the Company's written consent but if settled with the written consent of the Fund or the Investment ManagerCompany, the Fund or Company, the Investment Manager, as Parent and the case may be, agrees Selling Stockholder jointly and severally agree to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its the Company's written consent if (i) such settlement is entered into more than 60 business days after receipt by such the indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund and the Investment Manager, jointly and severally, The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” that sells Depositary Shares on behalf of such Underwriters, and the successors and assigns of all of the foregoing persons persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the FundCompany) or in a Prospectus (the term "Prospectus" for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the Fund), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus therein or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in in, and in conformity with information concerning such Underwriter furnished in writing by or on behalf of any such Underwriter through you to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use in, the Registration Statement or arises out of or is based upon any omission or alleged omission to state a material fact in the Registration Statement in connection with reference such information, which material fact was not contained in such information and which material fact was required to any Underwriter be stated in such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Basic Prospectus, any Pre-Pricing Prospectus, the Prospectus Supplement, the Prospectus and any amendments or supplements to the foregoing), in any Covered Free Writing Prospectus, in any “issuer information” (as defined in Rule 433 under the Act) of the Company, which “issuer information” is required to be, or is, filed with the Commission, or in any Prospectus together with any combination of one or more of the Covered Free Writing Prospectuses, if any, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to such Prospectus or Permitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter furnished in writing by or on behalf of such Underwriter through you to the Company expressly for use in, such Prospectus or Permitted Free Writing Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in such Prospectus or Permitted Free Writing Prospectus in connection with such information required to be stated information, which material fact was not contained in such Registration Statement or such Prospectus or information and which material fact was necessary in order to make the statements in such information (with respect to the Prospectusinformation, in the light of the circumstances under which they were made) , not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager in writing of the institution of such Proceeding and the Fund or the Investment Manager shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager shall not relieve the Fund or the Investment Manager from any liability which the Fund or the Investment Manager may have to any Underwriter or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, in connection with the defense of such Proceeding or the Fund or the Investment Manager shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager (in which case neither the Fund nor the Investment Manager shall have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager and paid as incurred (it being understood, however, that the Fund or the Investment Manager shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment Manager, the Fund or the Investment Manager, as the case may be, agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund and the Investment Manager, jointly and severally, The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, officers and directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons foregoing, from and against any loss, damage, expense, liability liability, damage or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Securities Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law Act or otherwise, insofar as such loss, damage, expense, liability liability, damage or claim arises out of or is based upon (A) any untrue statement or alleged untrue statement made by the Company in Section 3 of this Agreement or the failure by the Company to perform when and as required any agreement or covenant contained herein, (B) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials provided by the Company or based upon written information furnished by or on behalf of the Company including, without limitation, slides, videos, films or tape recordings used in connection with the marketing of the Securities, (C) any failure on the part of the Company to comply with any applicable law, rule or regulation relating to the offering of securities being made pursuant to the Prospectus, or (D) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the FundCompany) or in a Prospectus (the term "Prospectus" Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the FundCompany), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability liability, damage or claim arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in and in conformity with information concerning an Underwriter furnished in writing by or on behalf of any Underwriter the Underwriters through the Representatives to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use with reference to any Underwriter in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any the Preliminary Prospectus or amended Preliminary the Prospectus shall not inure to the benefit of any an Underwriter (or to the benefit of any person controlling such Underwriter) from whom the with respect to any person asserting any such loss, damage, expense, liability liability, damage or claim purchased the APS which is the subject thereof if the Prospectus or any supplement thereto prepared with the consent of the Representatives and furnished to the Underwriters prior to the Closing Time corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus or supplement thereto to such person at or prior to the written confirmation of the sale of such APS Securities to such person, unless the such failure is the result of resulted from noncompliance by the Fund Company with Section 5(d4(b) hereof. If any action, suit or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager in writing of the institution of such Proceeding and the Fund or the Investment Manager shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager shall not relieve the Fund or the Investment Manager from any liability which the Fund or the Investment Manager may have to any Underwriter or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, in connection with the defense of such Proceeding or the Fund or the Investment Manager shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager (in which case neither the Fund nor the Investment Manager shall have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager and paid as incurred (it being understood, however, that the Fund or the Investment Manager shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment Manager, the Fund or the Investment Manager, as the case may be, agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified partyabove.

Indemnity and Contribution. (a) Each of the Fund Fund, the Investment Adviser and the Investment ManagerSub-Adviser, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and the directors, members, managers, officers, employees, agents and affiliates and any person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Securities Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim (i) arises out of or is based upon any an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) or in a Prospectus (the term "Prospectus" for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the Fund), or arises out of or is based upon any an omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus therein or necessary to make the statements made therein not misleading or (with respect ii) arises out of or is based upon an untrue statement or alleged untrue statement of a material fact included in any Preliminary Prospectus, any Road Show Material, the Disclosure Package, any Sales Material, any Testing-the-Waters Communication or the Prospectus (as any of the foregoing may be amended or supplemented) or arises out of or is based upon an omission or alleged omission to state a material fact necessary to make the Prospectusstatements therein, in light of the circumstances under which they were made) , not misleading, ; except with respect to either of the foregoing clause (i) and (ii) insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information concerning such Underwriters furnished in writing by or on behalf of any Underwriter through the Managing Representatives to the Fund, the Investment Manager or the Portfolio Manager Fund expressly for use with reference to any Underwriter in such Registration Statement or in such Disclosure Package or Prospectus (as amended or supplemented) as set forth in Section 9(f) hereof or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such in the Disclosure Package or the Prospectus or necessary to make such information (with respect to such Disclosure Package and the Prospectus, in light of the circumstances under which they were made) ), not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "“Proceeding"”) is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund Fund, the Investment Adviser or the Investment Manager Sub-Adviser pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and Fund, the Investment Manager Adviser or the Sub-Adviser, as the case may be, in writing of the institution of such Proceeding and the Fund Fund, the Investment Adviser or the Investment Manager Sub-Adviser shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all reasonable fees and expenses; provided, however, that the omission to so notify the Fund Fund, the Investment Adviser or the Investment Manager Sub-Adviser shall not relieve the Fund Fund, the Investment Adviser or the Investment Manager Sub-Adviser from any liability which the Fund Fund, the Investment Adviser or the Investment Manager Sub-Adviser may have to any Underwriter or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own additional counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund Fund, the Investment Adviser or the Investment ManagerSub-Adviser, as the case may be, in connection with the defense of such Proceeding or the Fund Fund, the Investment Adviser or the Investment Manager Sub-Adviser shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them them, which are different from, additional to or in conflict with those available to the Fund Fund, the Investment Adviser or the Investment Manager Sub-Adviser (in which case neither the Fund nor Fund, the Investment Manager Adviser or the Sub-Adviser shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund Fund, the Investment Adviser or the Investment Manager Sub-Adviser and paid as incurred (it being understood, however, that the Fund or the Investment Manager shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). It is understood that in no event shall the Fund, the Investment Adviser and the Sub-Adviser, as the case may be, be liable for the fees and expense of more than one counsel (in addition to any local counsel) separate from their own counsel for such Underwriter or such person, treating all Underwriters and such persons as a single group, in respect of any such Proceeding or series of related Proceedings in the same jurisdiction. Neither the Fund Fund, the Investment Adviser nor the Investment Manager Sub-Adviser shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund Fund, the Investment Adviser or the Investment ManagerSub-Adviser, the Fund Fund, the Investment Adviser or the Investment ManagerSub-Adviser, as the case may be, agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' ’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund and the Investment ManagerIssuers, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the FundIssuers) or in a Prospectus (the term "Prospectus" Prospectus for the purpose of this Section 9 10 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the FundIssuers), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of any Underwriter through UBS Warburg LLC to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use with reference to any such Underwriter in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "“Proceeding"”) is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager Issuers pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager Company in writing of the institution of such Proceeding and the Fund or the Investment Manager Issuers shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager Company shall not relieve the Fund or the Investment Manager Issuers from any liability which the Fund or the Investment Manager Issuers may have to any Underwriter or any such person or otherwise, other than pursuant to Section 10(a) to the extent that the Issuers are materially prejudiced as a result of such omission to so notify. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, Issuers in connection with the defense of such Proceeding or the Fund or the Investment Manager Issuers shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager Issuers (in which case neither the Fund nor the Investment Manager Issuers shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager Issuers and paid as incurred (it being understood, however, that the Fund or the Investment Manager Issuers shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager The Issuers shall not be liable for any settlement of any Proceeding effected without its the written consent of the Company but if settled with the written consent of the Fund or the Investment ManagerCompany, the Fund or the Investment ManagerIssuers, as the case may bejointly and severally, agrees agree to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its the Company’s written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified indemni- fied party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' ’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund and the Investment ManagerAdviser, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) or in a Prospectus (the term "Prospectus" for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the Fund), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of any Underwriter to the Fund, the Investment Manager Fund or the Portfolio Manager Adviser expressly for use with reference to any Underwriter in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager Adviser pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager Adviser in writing of the institution of such Proceeding and the Fund or the Investment Manager Adviser shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager Adviser shall not relieve the Fund or the Investment Manager Adviser from any liability which the Fund or the Investment Manager Adviser may have to any Underwriter or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment ManagerAdviser, as the case may be, in connection with the defense of such Proceeding or the Fund or the Investment Manager Adviser shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager Adviser (in which case neither the Fund nor the Investment Manager Adviser shall have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment ManagerAdviser, as the case may be, may employ counsel and participate in the defense thereof but such fees and expenses of such counsel shall be at the expense of the Fund or the Investment ManagerAdviser, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager Adviser and paid as incurred (it being understood, however, that the Fund or the Investment Manager Adviser shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager Adviser shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment ManagerAdviser, the Fund or the Investment ManagerAdviser, as the case may be, agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund Fund, the Investment Manager and the Investment ManagerAdviser, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) or in a Prospectus (the term "Prospectus" for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materialssales materials prepared or authorized by the Fund, the Prospectus and the Prospectus as amended or supplemented by the Fund), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of any Underwriter through you to the Fund, Fund or the Investment Manager or the Portfolio Manager expressly for use with reference to any such Underwriter in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS New Preferred Shares which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS New Preferred Shares to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund Fund, the Investment Manager or the Investment Manager Adviser pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and Fund, the Investment Manager or the Investment Adviser, as the case may be, in writing of the institution of such Proceeding and the Fund Fund, the Investment Manager or the Investment Manager Adviser shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund Fund, the Investment Manager or the Investment Manager Adviser shall not relieve the Fund Fund, the Investment Manager or the Investment Manager Adviser from any liability which the Fund Fund, the Investment Manager or the Investment Manager Adviser may have to any Underwriter or any such person or otherwiseotherwise and, unless and only to the extent that, such 20 omission results in the forfeiture of substantive rights or defenses by the indemnifying party. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund Fund, the Investment Manager or the Investment ManagerAdviser, as the case may be, in connection with the defense of such Proceeding or the Fund Fund, the Investment Manager or the Investment Manager Adviser shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund Fund, the Investment Manager or the Investment Manager Adviser (in which case neither the Fund nor Fund, the Investment Manager or the Investment Adviser, as the case may be, shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund Fund, the Investment Manager or the Investment Manager Adviser, as the case may be, and paid as incurred (it being understood, however, that the Fund Fund, the Investment Manager or the Investment Manager Adviser shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither None of the Fund nor Fund, the Investment Manager or the Investment Adviser shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund Fund, the Investment Manager or the Investment ManagerAdviser, as the case may be, the Fund Fund, the Investment Manager or the Investment ManagerAdviser, as the case may be, agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund The Company and the Investment Manager, Selling -------------------------- Stockholders jointly and severally, agrees severally agree to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and such person's partners, directors and officers and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the FundCompany) or in a Prospectus (the term "Prospectus" for the purpose of this Section 9 11 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the FundCompany), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of any Underwriter through you to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use with reference to any such Underwriter in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, ; provided, however, that the no -------- ------- Selling Stockholder shall be responsible, either pursuant to this indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit as a result of any Underwriter (or to the benefit breach of any person controlling such Underwriter) from whom the person asserting any such lossthis Agreement, damagefor losses, expenseexpenses, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any claims arising out of or based upon such alleged untrue statement or omission and if or allegation thereof based upon information furnished by any party other than such Underwriter failed Selling Stockholder and, in any event, no Selling Stockholder shall be responsible, either pursuant to send this indemnity or give as a copy result of any breach of this Agreement, for losses, expenses, liability or claims for an amount in excess of the Prospectus proceeds to be received by such person at or prior to the written confirmation of Selling Stockholder (before deducting expenses) from the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereofShares hereunder. If any claim, suit, action, suit proceeding, investigation or proceeding inquiry (together, a "Proceeding") is brought against an Underwriter or any such person ---------- in respect of which indemnity may be sought against the Fund Company or the Investment Manager any Selling Stockholder pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund Company and the Investment Manager Representatives of the Selling Stockholders in writing of the institution of such Proceeding and the Fund Company or such Selling Stockholder, as the Investment Manager case may be, shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that -------- ------- the omission to so notify the Fund Company or the Investment Manager Representative of the Selling Stockholders shall not relieve the Fund Company or the Investment Manager any Selling Stockholder from any liability which the Fund or the Investment Manager Company may have to any -33- Underwriter or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund Company or the Investment Manager, as the case may be, such Selling Stockholder in connection with the defense of such Proceeding or the Fund Company or the Investment Manager such Selling Stockholder shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund Company or the Investment Manager such Selling Stockholder (in which case neither the Fund nor the Investment Manager Company or such Selling Stockholder shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund Company or such Selling Stockholder, as the Investment Manager case may be, and paid as incurred (it being understood, however, that the Fund Company or the Investment Manager such Selling Stockholder shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager The Company or such Selling Stockholder shall not be liable for any settlement of any such Proceeding effected without its written consent consent, but if settled with the written consent of the Fund Company or the Investment Managersuch Selling Stockholder, the Fund Company or the Investment Manager, as the case may be, such Selling Stockholder agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund Trust and the Investment ManagerAdvisors, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its trustees, partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the FundTrust) or in a Prospectus (the term "Prospectus" Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materialspreliminary prospectus, the Prospectus and the Prospectus as amended or supplemented by the FundTrust), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information concerning such underwriter furnished in writing by or on behalf of any Underwriter through you to the Fund, the Investment Manager Trust or the Portfolio Manager Advisor, expressly for use with reference to any such Underwriter in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, providedPROVIDED, howeverHOWEVER, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus preliminary prospectus or amended Preliminary Prospectus preliminary prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS Shares which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS Shares to such person, unless the failure is the result of noncompliance by the Fund Trust with paragraph (h) of Section 5(d) 4 hereof. CC DRAFT 9/18/03 If any action, suit or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund Trust or the Investment Manager Advisors pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund Trust and the Investment Manager Advisors in writing of the institution of such Proceeding and the Fund Trust or the Investment Manager Advisors shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all reasonable fees and expenses; providedPROVIDED, howeverHOWEVER, that the omission to so notify the Fund Trust or the Investment Manager Advisors shall not relieve the Fund Trust or the Investment Manager Advisors from any liability which the Fund Trust or the Investment Manager Advisors may have to any Underwriter or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund Trust or the Investment ManagerAdvisors, as the case may be, in connection with the defense of such Proceeding or the Fund Trust or the Investment Manager Advisors shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund Trust or the Investment Manager Advisors (in which case neither the Fund Trust nor the Investment Manager Advisors shall have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund Trust or the Investment Manager Advisors and paid as incurred (it being understood, however, that the Fund Trust or the Investment Manager Advisors shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund Trust nor the Investment Manager Advisors shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund Trust or the Investment ManagerAdvisors, the Fund Trust or the Investment ManagerAdvisors, as the case may be, agrees agree to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund and the Investment Manager, jointly and severally, (1) The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, each affiliate of any Underwriter within the meaning of Rule 405 under the Act that is involved in the Offering, and the successors and assigns of all of the foregoing persons persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigationany investigation incurred in connection therewith) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) Company), the Pricing Prospectus together with the Pricing Information, any Marketing Materials or in a the Prospectus (the term "Prospectus" for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the FundCompany), or arises arising out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such the Registration Statement Statement, the Pricing Prospectus together with the Pricing Information, any Marketing Materials or the Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information concerning such Underwriter furnished in writing by or on behalf of any such Underwriter through you to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use in the Registration Statement, the Pricing Prospectus together with reference to the Pricing Information, any Underwriter in such Registration Statement Marketing Materials or such the Prospectus or arises arising out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such the Registration Statement Statement, the Pricing Prospectus together with the Pricing Information, any Marketing Materials or such the Prospectus or necessary to make such information not misleading or (with respect to the Prospectus, in light of the circumstances under which they were madeii) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus untrue statement or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement made by the Company in Section 3 hereof or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If Company to perform when and as required any action, suit agreement or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager in writing of the institution of such Proceeding and the Fund or the Investment Manager shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager shall not relieve the Fund or the Investment Manager from any liability which the Fund or the Investment Manager may have to any Underwriter or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, in connection with the defense of such Proceeding or the Fund or the Investment Manager shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager (in which case neither the Fund nor the Investment Manager shall have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager and paid as incurred (it being understood, however, that the Fund or the Investment Manager shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment Manager, the Fund or the Investment Manager, as the case may be, agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified partycovenant contained herein.

Indemnity and Contribution. (a) Each of the Fund and the Investment Manager, jointly and severally, a. The Company agrees to indemnify, defend and hold harmless each the Underwriter, its partners, directors and officers, and any person who controls any the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the FundCompany filed during the period referred to in Section 4(f)) or in a Prospectus (the term "Prospectus" for the purpose of this Section 9 8 being deemed filed during the period referred to in Section 4(f) to include any Preliminary Prospectus, any Sales Materialspreliminary prospectus, the Prospectus and the Prospectus as amended or supplemented by the FundCompany during the period referred to in Section 4(f)), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of any the Underwriter to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use with reference to any the Underwriter in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "Proceeding") is brought against an the Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager Company pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager Company in writing of the institution of such Proceeding and the Fund or the Investment Manager Company shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; , provided, however, that the omission to so notify the Fund or the Investment Manager Company shall not relieve the Fund or the Investment Manager Company from any liability which the Fund or the Investment Manager Company may have to any the Underwriter or any such person or otherwise. Such Underwriter or such controlling person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such controlling person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, Company in connection with the defense of such Proceeding or the Fund or the Investment Manager Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict competition with those available to the Fund or the Investment Manager Company (in which case neither the Fund nor the Investment Manager Company shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager Company and paid as incurred (it being understood, however, that the Fund or the Investment Manager Company shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager The Company shall not be liable for any settlement of any such claim or Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment ManagerCompany, the Fund or the Investment Manager, as the case may be, Company agrees to indemnify and hold harmless any the Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund The Company and the Investment ManagerPartnership, jointly and severally, agrees agree to indemnify, defend and hold harmless each the Underwriter, its partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such the Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the FundCompany) or in a Prospectus (the term "Prospectus" Prospectus for the purpose of this Section 9 8 being deemed to include any Preliminary documents filed under the Exchange Act and deemed to be incorporated by reference therein prior to the time of purchase, the Prospectus, including any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the FundCompany), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or such Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information concerning the Underwriter furnished in writing by or on behalf of any the Underwriter through you to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use with reference to any Underwriter in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection or (aii) with respect to any Preliminary Prospectus untrue statement or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement of any material fact contained in any audio or omission and if such Underwriter failed to send visual materials provided by the Company or give a copy the Partnership or based upon written information furnished by or on behalf of the Prospectus to such person at Company or prior to the written confirmation Partnership including, without limitation, slides, videos, films or tape recordings used in connection with the marketing of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereofShares. If any action, suit or proceeding (togethereach, a "Proceeding") is brought against an the Underwriter or any such person in respect of which indemnity may be sought against the Fund Company or the Investment Manager Partnership pursuant to the foregoing paragraph, such the Underwriter or such person shall promptly notify the Fund and the Investment Manager Company in writing of the institution of such Proceeding and the Fund or the Investment Manager Company shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager Company shall not relieve ----- ------- the Fund Company or the Investment Manager Partnership from any liability which the Fund Company or the Investment Manager Partnership may have to any the Underwriter or any such person or otherwise, unless and to the extent such failure to so notify results in the forfeiture of substantive rights or defenses by the Company or the partnership. Such The Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such the Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund Company or the Investment Manager, as the case may be, Partnership in connection with the defense of such Proceeding or the Fund or the Investment Manager Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge -24- of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund Company or the Investment Manager Partnership (in which case neither the Fund nor the Investment Manager Company shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager Company and paid as incurred (it being understood, however, that the Fund or the Investment Manager Company shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither The Company and the Fund nor the Investment Manager Partnership shall not be liable for any settlement of any Proceeding effected without its their written consent but if settled with the written consent of the Fund Company or the Investment ManagerPartnership, the Fund or Company and the Investment Manager, as the case may be, agrees Partnership agree to indemnify and hold harmless any the Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have fully reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund and the Investment Manager, jointly and severally, The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person Person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including including, but not limited to, the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person Person may incur under the Securities Act, the Exchange Act, the Investment Company Actfederal or state statutory law or regulation, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the FundCompany) or in a Prospectus (the term "Prospectus" Prospectus for the purpose of this Section 9 9(a) being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the FundCompany), or in any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus, or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities or blue sky laws thereof or filed with the Commission, or arises out of or is based upon any omission or alleged omission to state in any such document a material fact required to be stated in either such Registration Statement or Prospectus therein or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, misleading except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information concerning such Underwriter and furnished in writing by or on behalf of any such Underwriter through UBS Warburg to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use with reference to any such Underwriter in such the Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "“Proceeding"”) is brought against an Underwriter or any such person Person in respect of which indemnity may be sought against the Fund or the Investment Manager Company pursuant to the foregoing paragraph, such Underwriter or such person Person shall promptly notify the Fund and the Investment Manager Company in writing of the institution of such Proceeding and the Fund or the Investment Manager Company shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager Company shall not relieve the Fund or the Investment Manager Company from any liability which the Fund or the Investment Manager Company may have to any Underwriter or any such person Person or otherwise. Such Underwriter or such person controlling Person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person Person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, Company in connection with the defense of such Proceeding or the Fund or the Investment Manager Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager Company (in which case neither the Fund nor the Investment Manager Company shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager Company and paid as incurred (it being understood, however, that the Fund or the Investment Manager Company shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager The Company shall not be liable for any settlement of any such Proceeding effected without its written consent (which shall not be unreasonably withheld) but if settled with the written consent of the Fund or the Investment ManagerCompany, the Fund or the Investment Manager, as the case may be, Company agrees to indemnify and hold harmless any Underwriter and any such person Person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days Business Days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' ’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund and the Investment Manager, jointly and severally, The Partnership agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and directors, officers, employees, agents and any person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including including, but not limited to, the reasonable cost of investigation, legal representation and other expenses incurred in connection with, and any and all amounts paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted) which, jointly or severally, any such Underwriter or any such person may incur under the Securities Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) or Partnership), in a Prospectus (the term "Prospectus" for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materialspreliminary prospectus filed as part of the Registration Statement, the Prospectus (as previously defined) and the Prospectus as amended or supplemented by the FundPartnership), or in any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus, or in any application or other document executed by or on behalf of any of the TEPPCO Entities or their subsidiaries or based on written information furnished by or on behalf of any of the TEPPCO Entities or their subsidiaries filed in any jurisdiction in order to qualify the Units under the securities laws thereof or filed with the Commission, or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement Statement, Prospectus or Prospectus other such documents or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of any Underwriter through you to the Fund, the Investment Manager or the Portfolio Manager Partnership expressly for use with reference to any such Underwriter in such Registration Statement or such Prospectus (which comprises only such information referred to in the second paragraph of Section 3(a) of this Agreement) or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, . This indemnity agreement will be in addition to any liability that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereofPartnership might otherwise have. If any action, suit or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager Partnership pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager General Partner in writing of the institution of such Proceeding and the Fund or the Investment Manager Partnership shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; , provided, however, that the omission to so notify the Fund General Partner (or the Investment Manager any omission of notice under Section 9(c)) shall not relieve the Fund or the Investment Manager Partnership from any liability which the Fund or the Investment Manager Partnership may have to any Underwriter or any such person or otherwise. Such Underwriter or such controlling person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such controlling person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, General Partner in connection with the defense of such Proceeding or the Fund or the Investment Manager Partnership shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded (based on advice of counsel) that there may be defenses available to it or them which are different from, additional to or in conflict competition with those available to the Fund or the Investment Manager Partnership (in which case neither the Fund nor the Investment Manager Partnership shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager Partnership and paid as incurred (it being understood, however, that the Fund or the Investment Manager Partnership shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager The Partnership shall not be liable for any settlement of any such claim or Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment ManagerGeneral Partner, the Fund or the Investment Manager, as the case may be, Partnership agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund and the Investment Manager, jointly and severally, The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (registration statement as originally filed or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) thereof, or in a Prospectus (the term "“Prospectus" ” for the purpose of this Section 9 being deemed to include any Preliminary the Basic Prospectus, any Sales MaterialsPreliminary Final Prospectus, the Final Prospectus and the Prospectus as amended or supplemented by the Fundany amendment or supplement thereof), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus therein or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact with respect to the Underwriters contained in and in conformity with information furnished in writing by or on behalf of any Underwriter through the Managing Underwriters to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use with reference to any such Underwriter in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "“Proceeding"”) is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager Company pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager Company in writing of the institution of such Proceeding and the Fund or the Investment Manager Company shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the . The omission to so notify the Fund or the Investment Manager Company, however, shall not relieve the Fund or the Investment Manager Company from any liability which the Fund or the Investment Manager Company may have to any Underwriter or any such person or otherwise. Such Underwriter or such controlling person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such controlling person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, Company in connection with the defense of such Proceeding or the Fund or the Investment Manager Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict competition with those available to the Fund or the Investment Manager Company (in which case neither the Fund nor the Investment Manager Company shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, Company may employ counsel and participate in the defense thereof thereof, but the fees and expenses of such counsel shall be at the expense of the Fund or the Investment Manager, as the case may beCompany), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager Company and paid as incurred (it being understood, however, that the Fund or the Investment Manager Company shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) counsel in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing by the Fund nor the Investment Manager Managing Underwriters. The Company shall not be liable for any settlement of any such claim or Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment ManagerCompany, the Fund or the Investment Manager, as the case may be, Company agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' ’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund and the Investment Manager, jointly and severally, The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the FundCompany) or in a Prospectus (the term "Prospectus" Prospectus for the purpose of this Section 9 being deemed to include any the Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the FundCompany), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus or necessary to make the statements made therein (with respect to the Prospectustherein, in light of the circumstances under which they were made) made not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon (i) any untrue statement or alleged untrue statement or (ii) any omission or alleged omission of a material fact contained in and in conformity with information furnished in writing by or on behalf of any Underwriter to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use with reference to any Underwriter in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, ; provided, however, that the indemnity agreement contained in this subsection (a) with respect to any the Preliminary Prospectus or amended Preliminary the Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the with respect to any person asserting any such loss, damage, expense, liability liability, damage or claim purchased the APS which is the subject thereof if the Prospectus prepared with each of your consent and furnished to the Underwriters prior to the Closing Date or the Option Closing Date, as the case may be, corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS Shares to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "“Proceeding"”) is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager Company pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager indemnifying party in writing of the institution of such Proceeding and the Fund or the Investment Manager Company shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager Company shall not relieve the Fund or Company from its obligations hereunder, except to the Investment Manager from any liability which the Fund or the Investment Manager may have extent that its ability to any Underwriter or any defend is materially prejudiced by such person or otherwisefailure. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, indemnifying party in connection with the defense of such Proceeding or the Fund or the Investment Manager indemnifying party shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded concluded, based on the advice of counsel, that there may be defenses available to it or them which are different from, additional to or exists an actual and material conflict of interest between the Company and such indemnified party in conflict connection with those available to the Fund or the Investment Manager such action (in which case neither the Fund nor the Investment Manager indemnifying party shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager indemnifying party, and paid as incurred (it being understood, however, that the Fund or the Investment Manager indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager The indemnifying party shall not be liable for any settlement of any Proceeding effected without its prior written consent but if settled with the written consent of the Fund or the Investment Manager, the Fund or the Investment Manager, as the case may be, agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlementconsent. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) the indemnifying party had an indemnification obligation under this Section 9 in respect of the applicable proceeding, (ii) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request and the indemnifying party does not respond to such request, (iiiii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iiiiv) such indemnified party shall have given the indemnifying party at least 30 days' ’ prior written notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund and the Investment Manager, jointly and severally, The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person Person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including including, but not limited to, the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person Person may incur under the Securities Act, the Exchange Act, the Investment Company Actfederal or state statutory law or regulation, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the FundCompany) or in a Prospectus (the term "Prospectus" Prospectus for the purpose of this Section 9 9(a) being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the FundCompany), or in any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus, or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities or blue sky laws thereof or filed with the Commission, or arises out of or is based upon any omission or alleged omission to state in any such document a material fact required to be stated in either such Registration Statement or Prospectus therein or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, misleading except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information concerning such Underwriter and furnished in writing by or on behalf of any such Underwriter through UBS to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use with reference to any such Underwriter in such the Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "“Proceeding"”) is brought against an Underwriter or any such person Person in respect of which indemnity may be sought against the Fund or the Investment Manager Company pursuant to the foregoing paragraph, such Underwriter or such person Person shall promptly notify the Fund and the Investment Manager Company in writing of the institution of such Proceeding and the Fund or the Investment Manager Company shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager Company shall not relieve the Fund or the Investment Manager Company from any liability which the Fund or the Investment Manager Company may have to any Underwriter or any such person Person or otherwise. Such Underwriter or such person controlling Person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person Person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, Company in connection with the defense of such Proceeding or the Fund or the Investment Manager Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager Company (in which case neither the Fund nor the Investment Manager Company shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager Company and paid as incurred (it being understood, however, that the Fund or the Investment Manager Company shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager The Company shall not be liable for any settlement of any such Proceeding effected without its written consent (which shall not be unreasonably withheld) but if settled with the written consent of the Fund or the Investment ManagerCompany, the Fund or the Investment Manager, as the case may be, Company agrees to indemnify and hold harmless any Underwriter and any such person Person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days Business Days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' ’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund and the Investment Manager, jointly and severally, The Partnership agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and directors, officers, employees, agents and any person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including including, but not limited to, the reasonable cost of investigation, legal representation and other expenses incurred in connection with, and any and all amounts paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted) which, jointly or severally, any such Underwriter or any such person may incur under the Securities Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) or Partnership), in a Prospectus (the term "Prospectus" for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materialspreliminary prospectus filed as part of the Registration Statement, the Prospectus (as previously defined) and the Prospectus as amended or supplemented by the FundPartnership), or in any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus, or in any application or other document executed by or on behalf of any of the TEPPCO Entities or their subsidiaries or based on written information furnished by or on behalf of any of the TEPPCO Entities or their subsidiaries filed in any jurisdiction in order to qualify the Units under the securities laws thereof or filed with the Commission, or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement Statement, Prospectus or Prospectus other such documents or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of any Underwriter through Salomon Smith Barney Inc. to the Fund, the Investment Manager or the Portfolio Manager Partnership expressly for use with reference to any xxxxxxxxx xx such Underwriter in such Registration Statement or such Prospectus (which comprises only such information referred to in the second paragraph of Section 3(a) of this Agreement) or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement Statement, Prospectus or other such Prospectus documents or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, . This indemnity agreement will be in addition to any liability that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereofPartnership might otherwise have. If any action, suit or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager Partnership pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager General Partner in writing of the institution of such Proceeding and the Fund or the Investment Manager Partnership shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; , provided, however, that the omission to so notify the Fund General Partner (or the Investment Manager any omission of notice under Section 9(c)) shall not relieve the Fund or the Investment Manager Partnership from any liability which the Fund or the Investment Manager Partnership may have to any Underwriter or any such person or otherwise. Such Underwriter or such controlling person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such controlling person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, General Partner in connection with the defense of such Proceeding or the Fund or the Investment Manager Partnership shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded (based on advice of counsel) that there may be defenses available to it or them which are different from, additional to or in conflict competition with those available to the Fund or the Investment Manager Partnership (in which case neither the Fund nor the Investment Manager Partnership shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager Partnership and paid as incurred (it being understood, however, that the Fund or the Investment Manager Partnership shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager The Partnership shall not be liable for any settlement of any such claim or Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment ManagerGeneral Partner, the Fund or the Investment Manager, as the case may be, Partnership agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund and the Investment ManagerAdviser, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) or in a Prospectus (the term "Prospectus" for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materialssales materials prepared or authorized by the Fund, the Prospectus and the Prospectus as amended or supplemented by the Fund), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of any Underwriter through you to the Fund, Fund or the Investment Manager or the Portfolio Manager Adviser expressly for use with reference to any such Underwriter in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS Shares which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS Shares to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager Adviser pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and or the Investment Manager Adviser, as the case may be, in writing of the institution of such Proceeding and the Fund or the Investment Manager Adviser shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager Adviser shall not relieve the Fund or the Investment Manager Adviser from any liability which the Fund or the Investment Manager Adviser may have to any Underwriter or any such person or otherwiseotherwise and, unless only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager18 Adviser, as the case may be, in connection with the defense of such Proceeding or the Fund or the Investment Manager Adviser shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager Adviser (in which case neither the Fund nor or the Investment Manager Adviser shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager Adviser and paid as incurred (it being understood, however, that the Fund or the Investment Manager Adviser shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither None of the Fund nor or the Investment Manager Adviser shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment ManagerAdviser, the Fund or the Investment ManagerAdviser, as the case may be, agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund Company and the Investment Manager, Adviser agrees jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigationany investigation incurred in connection therewith) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the FundCompany) or in a Prospectus (the term "Prospectus" for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the Fund), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus therein or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in in, and in conformity with information concerning such Underwriter furnished in writing by or on behalf of any such Underwriter through you to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use in, the Registration Statement or arises out of or is based upon any omission or alleged omission to state a material fact in the Registration Statement in connection with reference such information, which material fact was not contained in such information and which material fact was required to any Underwriter be stated in such Registration Statement or was necessary to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to include any Basic Prospectus, any Pre-Pricing Prospectus, the Prospectus Supplement, the Prospectus and any amendments or supplements to the foregoing), or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, with respect to such Prospectus, insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information concerning such Underwriter furnished in writing by or on behalf of such Underwriter through you to the Company expressly for use in, such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in such Prospectus in connection with such information required to be stated information, which material fact was not contained in such Registration Statement or such Prospectus or information and which material fact was necessary in order to make the statements in such information (with respect to the Prospectusinformation, in the light of the circumstances under which they were made) , not misleading, ; provided, however, that that, subject to applicable provisions of the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus Investment Company Act, if any, the Company shall not inure to the benefit of be responsible under this Section 10 for any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased that is finally judicially determined to have resulted from the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement bad faith, gross negligence or omission and if such Underwriter failed to send or give a copy willful misconduct of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager in writing of the institution of such Proceeding and the Fund or the Investment Manager shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager shall not relieve the Fund or the Investment Manager from any liability which the Fund or the Investment Manager may have to any Underwriter or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, in connection with the defense of such Proceeding or the Fund or the Investment Manager shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager (in which case neither the Fund nor the Investment Manager shall have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense performance of the Fund its duties or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager and paid as incurred (it being understood, however, that the Fund or the Investment Manager shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment Manager, the Fund or the Investment Manager, as the case may be, agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice reckless disregard of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party duties and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified partyobligations under this Agreement.

Indemnity and Contribution. (a) Each of the Fund and the Investment Manager, jointly and severally, The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and directors, officers, employees, representatives and agents and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons persons, to the fullest extent lawful, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the FundCompany) or in a Prospectus (the term "Prospectus" Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the FundCompany), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of any Underwriter through you to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use with reference to any such Underwriter in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS Shares which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS Shares to such person, unless the failure is the result of noncompliance by the Fund Company with paragraphs (b) or (h) of Section 5(d) hereof4 hereof and the Company shall not be responsible for any loss, damage, expense, liability or claim that is finally judicially determined to have resulted from the bad faith or gross negligence of the Underwriters in conducting the Directed Share Program. If any claim, suit, action, suit proceeding, investigation or proceeding inquiry (together, a "“Proceeding"”) is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager Company pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager Company in writing of the institution of such Proceeding and the Fund or the Investment Manager Company shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager Company shall not relieve the Fund or the Investment Manager Company from any liability which the Fund or the Investment Manager Company may have to any Underwriter or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, Company in connection with the defense of such Proceeding or the Fund or the Investment Manager Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have take charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager Company (in which case neither the Fund nor the Investment Manager Company shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager Company and paid as incurred (it being understood, however, that the Fund or the Investment Manager Company shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager The Company shall not be liable for any settlement of any Proceeding effected without its written consent which consent shall not be unreasonably withheld, but if settled with the written consent of the Fund or the Investment ManagerCompany, the Fund or the Investment Manager, as the case may be, Company agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund and the Investment ManagerAdviser, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriterthe Sales Manager, its partners, directors and officers, and any person who controls any Underwriter the Sales Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the their successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter the Sales Manager or any such person may incur under the Securities Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) or in a Prospectus (the term "Prospectus" for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the Fund), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus therein or necessary to make the statements made therein not misleading or (with respect ii) arises out of or is based any untrue statement or alleged untrue statement of a material fact included in any Road Show Material, the Disclosure Package, any Sales Material or the Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the Prospectusstatements therein, in the light of the circumstances under which they were made) , not misleading, ; except with respect to either of the foregoing clause (i) and (ii) insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information concerning the Sales Manager furnished in writing by or on behalf of any Underwriter the Sales Manager to the Fund, the Investment Manager or the Portfolio Manager Fund expressly for use with reference to any Underwriter The Sales Manager in such Registration Statement or in such Disclosure Package or Prospectus as set forth in Section 7(f) hereof or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Disclosure Package or Prospectus or necessary to make such information (with respect to the such Disclosure Package or Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "“Proceeding"”) is brought against an Underwriter the Sales Manager or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager Adviser pursuant to the foregoing paragraph, such Underwriter the Sales Manager or such person shall promptly notify the Fund and or the Investment Manager Adviser, as the case may be, in writing of the institution of such Proceeding and the Fund or the Investment Manager Adviser shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager Adviser shall not relieve the Fund or the Investment Manager Adviser from any liability which the Fund or the Investment Manager Adviser may have to any Underwriter the Sales Manager or any such person or otherwise. Such Underwriter The Sales Manager or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter the Sales Manager or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment ManagerAdviser, as the case may be, in connection with the defense of such Proceeding or the Fund or the Investment Manager Adviser shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them them, which are different from, additional to or in conflict with those available available, to the Fund or the Investment Manager Adviser (in which case neither the Fund nor Fund, the Investment Manager Adviser shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager Adviser and paid as incurred (it being understood, however, that the Fund or the Investment Manager Adviser shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager Adviser shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment ManagerAdviser, the Fund or the Investment ManagerAdviser, as the case may be, agrees to indemnify and hold harmless any Underwriter the Sales Manager and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such 22 indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' ’ prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund Trust and the Investment ManagerAdvisors, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its trustees, partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the FundTrust) or in a Prospectus (the term "Prospectus" Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materialspreliminary prospectus, the Prospectus and the Prospectus as amended or supplemented by the FundTrust), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information concerning such underwriter furnished in writing by or on behalf of any Underwriter through you to the Fund, the Investment Manager Trust or the Portfolio Manager Advisor, expressly for use with reference to any such Underwriter in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus preliminary prospectus or amended Preliminary Prospectus preliminary prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS Shares which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS Shares to such person, unless the failure is the result of noncompliance by the Fund Trust with paragraph (iv) of Section 5(d) 4 hereof. If any action, suit or proceeding (together, a "“Proceeding"”) is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund Trust or the Investment Manager Advisors pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund Trust and the Investment Manager Advisors in writing of the institution of such Proceeding and the Fund Trust or the Investment Manager Advisors shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all reasonable fees and expenses; provided, however, that the omission to so notify the Fund Trust or the Investment Manager Advisors shall not relieve the Fund Trust or the Investment Manager Advisors from any liability which the Fund Trust or the Investment Manager Advisors may have to any Underwriter or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund Trust or the Investment ManagerAdvisors, as the case may be, in connection with the defense of such Proceeding or the Fund Trust or the Investment Manager Advisors shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund Trust or the Investment Manager Advisors (in which case neither the Fund Trust nor the Investment Manager Advisors shall have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund Trust or the Investment Manager Advisors and paid as incurred (it being understood, however, that the Fund Trust or the Investment Manager Advisors shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund Trust nor the Investment Manager Advisors shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund Trust or the Investment ManagerAdvisors, the Fund Trust or the Investment ManagerAdvisors, as the case may be, agrees agree to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund and the Investment Manager, jointly and severally, The Bank agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the FundBank) or in a Prospectus (the term "Prospectus" for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the Fund), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus therein or necessary to make the statements made therein not misleading, (with respect ii) any untrue statement or alleged untrue statement of a material fact included in any Prospectus (the term Prospectus for the purpose of this Section 12 being deemed to include any Preliminary Prospectus, the Prospectus and any amendments or supplements to the Prospectusforegoing), in any Permitted Free Writing Prospectus or any amendment or supplement thereto, in any “issuer information” as defined in Rule 433 under the Act that is filed or would have been required to be filed with the Commission or in any Prospectus together with any combination of one or more of the Permitted Free Writing Prospectuses, if any, or any omission or alleged omission to state a material fact necessary in order to made the statements therein, in the light of the circumstances under which they were made) , not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in in, and in conformity with information concerning such Underwriter furnished in writing by or on behalf of any such Underwriter through you to the Fund, the Investment Manager or the Portfolio Manager Bank expressly for use with reference to any Underwriter in in, such Registration Statement or such Statement, Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Permitted Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager in writing of the institution of such Proceeding and the Fund or the Investment Manager shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager shall not relieve the Fund or the Investment Manager from any liability which the Fund or the Investment Manager may have to any Underwriter or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, in connection with the defense of such Proceeding or the Fund or the Investment Manager shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager (in which case neither the Fund nor the Investment Manager shall have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager and paid as incurred (it being understood, however, that the Fund or the Investment Manager shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment Manager, the Fund or the Investment Manager, as the case may be, agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund and the Investment Manager, jointly and severally, The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person Person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons Persons from and against any loss, damage, expense, liability or claim (including including, but not limited to, the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person Person may incur under the Securities Act, the Exchange Act, the Investment Company Act, the Advisers Actfederal or state statutory law or regulation, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the FundCompany) or in a Prospectus (the term "Prospectus" Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the FundCompany), or arises out in any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus, or in any application or other document executed by or on behalf of the Company or is based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities or blue sky laws thereof or filed with the Commission, (ii) upon any omission or alleged omission to state in any such document a material fact required to be stated in either such Registration Statement or Prospectus therein or necessary to make the statements made therein (with respect to the Prospectustherein, in the light of the circumstances under which they were made, not misleading or (iii) any act or failure to act or any alleged act or failure to act by the Underwriters in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, damage, expense, liability, claim or action arising out of or based upon matters covered by clause (i) or (ii) above (provided that the Company shall not misleadingbe liable under this clause (iii) to the extent it is finally judicially determined by a court of competent jurisdiction that such loss, damage, expense, liability, claim or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by the Underwriters through their gross negligence or willful misconduct), except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of any Underwriter through UBS Securities to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use with reference to any such Underwriter in such Registration Statement or such the Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such the Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person Person in respect of which indemnity may be sought against the Fund or the Investment Manager Company pursuant to the foregoing paragraph, such Underwriter or such person Person shall promptly notify the Fund and the Investment Manager Company in writing of the institution of such Proceeding and the Fund or the Investment Manager Company shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; providedPROVIDED, howeverHOWEVER, that the omission to so notify the Fund or the Investment Manager Company shall not relieve the Fund or the Investment Manager Company from any liability which the Fund or the Investment Manager Company may have to any Underwriter or any such person Person or otherwise. Such Underwriter or such person controlling Person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person Person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, Company in connection with the defense of such Proceeding or the Fund or the Investment Manager Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager Company (in which case neither the Fund nor the Investment Manager Company shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager Company and paid as incurred (it being understood, however, that the Fund or the Investment Manager Company shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager The Company shall not be liable for any settlement of any such Proceeding effected without its written consent (which shall not be unreasonably withheld) but if settled with the written consent of the Fund or the Investment ManagerCompany, the Fund or the Investment Manager, as the case may be, Company agrees to indemnify and hold harmless any Underwriter and any such person Person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days Business Days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund Partnership and the Investment ManagerGeneral Partner, jointly and severally, agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Act, the Advisers Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the FundPartnership) or in a Prospectus (the term "Prospectus" Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the FundPartnership), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or such Prospectus or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information concerning such Underwriter furnished in writing by or on behalf of any such Underwriter through you to the Fund, the Investment Manager or the Portfolio Manager Partnership expressly for use with reference to any Underwriter in such Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (aii) with respect to any Preliminary Prospectus untrue statement or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement made by the Partnership and the General Partner in Section 3 hereof or omission the failure by the Partnership or the -32- General Partner to perform when and if such Underwriter failed to send as required any agreement or give a copy covenant contained herein, or (iii) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials provided by the Partnership or the General Partner or based upon written information furnished by or on behalf of the Prospectus to such person at Partnership including, without limitation, slides, videos, films or prior to tape recordings used in connection with the written confirmation marketing of the sale of Units ("Presentation Materials"), provided that such APS to such person, unless the failure is the result of noncompliance Presentation Materials are approved by the Fund Partnership or the General Partner for use in connection with Section 5(d) hereofthe marketing of the Units. It being understood that the Partnership and the General Partner have approved the Presentation Materials used on April 7, 2003, by UBS Warburg LLC. If any action, suit or proceeding (togethereach, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund Partnership or the Investment Manager General Partner pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager Partnership in writing of the institution of such Proceeding and the Fund Partnership or the Investment Manager General Partner shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager Partnership shall not relieve the Fund Partnership or the Investment Manager General Partner from any liability which the Fund Partnership or the Investment Manager General Partner may have to any Underwriter or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund Partnership or the Investment Manager, as the case may be, General Partner in connection with the defense of such Proceeding or the Fund Partnership or the Investment Manager General Partner shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager Partnership (in which case neither the Fund nor Partnership or the Investment Manager General Partner shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund Partnership or the Investment Manager General Partner and paid as incurred (it being understood, however, that the Fund Partnership or the Investment Manager General Partner shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund Partnership nor the Investment Manager General Partner shall be liable for any settlement of any Proceeding effected without its the written consent of either the Partnership or the General Partner, but if settled with the written consent of the Fund Partnership or the Investment ManagerGeneral Partner, each of the Fund or Partnership and the Investment Manager, as the case may be, General Partner agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 sixty (60) business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying -33- party shall not have fully reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 thirty (30) days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund and the Investment Manager, jointly and severally, The Company agrees to indemnify, defend and hold harmless each Underwriter, its and each of their respective partners, directors and directors, officers, employees, advisors and affiliates and any person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Securities Act, the Exchange Act, the Investment Company Act, the Advisers ActCanadian Securities Laws, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Fund) Company), the Preliminary Prospectuses, the Preliminary Final Prospectuses and the Prospectuses (including and amendments or supplements to the foregoing), in a Prospectus (the term "Prospectus" for the purpose of this Section 9 being deemed to include any Preliminary Permitted Free Writing Prospectus, in any Sales Materials“issuer information” (as defined in Rule 433 under the Securities Act) of the Company, which “issuer information” is required to be, or is, filed with the Prospectus and the Prospectus as amended or supplemented by the Fund)Commission, or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus therein or necessary to make the statements made therein (with respect to the Prospectustherein, in light of the circumstances under which they were are made) , not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in in, and in conformity with the information furnished in writing by or on behalf of any such Underwriter through the Managing Underwriter or its counsel to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use with reference to in, the Registration Statement, the Preliminary Prospectuses, the Preliminary Final Prospectuses, the Prospectuses or any Underwriter Permitted Free Writing Prospectus (it being understood and agreed that the only such information furnished by or on behalf of the Underwriters consists of the information described as such in such Registration Statement or such Prospectus Section 10 hereof) or arises out of or is based upon any omission or alleged omission to state a material fact in the Registration Statement, the Preliminary Prospectuses, the Preliminary Final Prospectuses, the Prospectuses or any Permitted Free Writing Prospectus in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in such Registration Statement Statement, Preliminary Prospectuses, Preliminary Final Prospectuses, Prospectuses or such any Permitted Free Writing Prospectus or was necessary to make such information (with respect to the Prospectusinformation, in light of the circumstances under which they were are made) , not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager in writing of the institution of such Proceeding and the Fund or the Investment Manager shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager shall not relieve the Fund or the Investment Manager from any liability which the Fund or the Investment Manager may have to any Underwriter or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, in connection with the defense of such Proceeding or the Fund or the Investment Manager shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager (in which case neither the Fund nor the Investment Manager shall have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager and paid as incurred (it being understood, however, that the Fund or the Investment Manager shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment Manager, the Fund or the Investment Manager, as the case may be, agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

Indemnity and Contribution. (a) Each of the Fund and the Investment Manager, jointly and severally, The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person may incur under the Act, the Exchange Act, the Investment Company Actsecurities legislation of the Provinces of British Columbia, the Advisers ActAlberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Xxxxxx Xxxxxx Island, Newfoundland and Labrador, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i) any breach or alleged breach by the Company of the provisions of the Idaho Business Corporations Act (and its predecessor statutes) applicable to it relating to shareholder preemptive rights, (ii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the FundCompany) or in a Prospectus (the term "Prospectus" for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the Fund), or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated in either such Registration Statement or Prospectus therein or necessary to make the statements made therein (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in in, and in conformity with information furnished in writing by or on behalf of any Underwriter through you to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use with reference to any Underwriter in such in, the Registration Statement or such Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in the Registration Statement in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in such Registration Statement or such Prospectus or was necessary to make such information not misleading or (with respect iii) any untrue statement or alleged untrue statement of a material fact included in any Prospectus (the term Prospectus for the purpose of this Section 10 being deemed to include any Basic Prospectus, any Pre-Pricing Prospectus, the Prospectus Supplement, the Prospectus and any amendments or supplements to the foregoing), the MJDS Prospectus and any amendments or supplements thereto, in any Permitted Free Writing Prospectus, in any “issuer information” (as defined in Rule 433 under the Act) of the Company or in any Prospectus together with any combination of one or more of the Permitted Free Writing Prospectuses, if any, or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made) , not misleading, providedexcept, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary such Prospectus, Permitted Free Writing Prospectus, MJDS Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting issuer information, insofar as any such loss, damage, expense, liability or claim purchased the APS which arises out of or is the subject thereof if the Prospectus corrected based upon any such untrue statement or alleged untrue statement or omission of a material fact contained in, and if in conformity with information concerning such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person in respect of which indemnity may be sought against the Fund or the Investment Manager pursuant to the foregoing paragraph, such Underwriter or such person shall promptly notify the Fund and the Investment Manager furnished in writing of the institution of such Proceeding and the Fund or the Investment Manager shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Fund or the Investment Manager shall not relieve the Fund or the Investment Manager from any liability which the Fund or the Investment Manager may have to any Underwriter or any such person or otherwise. Such Underwriter or such person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, in connection with the defense of such Proceeding or the Fund or the Investment Manager shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager (in which case neither the Fund nor the Investment Manager shall have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager and paid as incurred (it being understood, however, that the Fund or the Investment Manager shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager shall be liable for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Fund or the Investment Manager, the Fund or the Investment Manager, as the case may be, agrees to indemnify and hold harmless any Underwriter and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified partyUnderwriter through you to the Company expressly for use in, such Prospectus, Permitted Free Writing Prospectus, MJDS Prospectus or issuer information or arises out of or is based upon any omission or alleged omission to state a material fact in such Prospectus, Permitted Free Writing Prospectus, MJDS Prospectus or issuer information in connection with such information, which material fact was not contained in such information and which material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading.

Indemnity and Contribution. (a) Each of the Fund and the Investment Manager, jointly and severally, The Company agrees to indemnify, defend and hold harmless each Underwriter, its partners, directors and officers, and any person Person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing persons Persons from and against any loss, damage, expense, liability or claim (including including, but not limited to, the reasonable cost of investigation) which, jointly or severally, any such Underwriter or any such person Person may incur under the Securities Act, the Exchange Act, the Investment Company Act, the Advisers Actfederal or state statutory law or regulation, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statements (or in the Registration Statement Statements as amended by any post-effective amendment thereof by the FundCompany) or in a Prospectus (the term "Prospectus" Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, any Sales Materials, the Prospectus and the Prospectus as amended or supplemented by the FundCompany), or arises out in any documents filed under the Exchange Act and deemed to be incorporated by reference into the Prospectus, or in any application or other document executed by or on behalf of the Company or is based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Shares under the securities or blue sky laws thereof or filed with the Commission, (ii) upon any omission or alleged omission to state in any such document a material fact required to be stated in either such Registration Statement or Prospectus therein or necessary to make the statements made therein (with respect to the Prospectustherein, in the light of the circumstances under which they were made, not misleading or (iii) any act or failure to act or any alleged act or failure to act by the Underwriters in connection with, or relating in any manner to, the Shares or the offering contemplated hereby, and which is included as part of or referred to in any loss, damage, expense, liability, claim or action arising out of or based upon matters covered by clause (i) or (ii) above (provided that the Company shall not misleadingbe liable under this clause (iii) to the extent it is finally judicially determined by a court of competent jurisdiction that such loss, damage, expense, liability, claim or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by the Underwriters through their gross negligence or willful misconduct), except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of any Underwriter through UBS Warburg to the Fund, the Investment Manager or the Portfolio Manager Company expressly for use with reference to any such Underwriter in such Registration Statement or such the Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact in connection with such information required to be stated in such Registration Statement or such the Prospectus or necessary to make such information (with respect to the Prospectus, in light of the circumstances under which they were made) not misleading, provided, however, that the indemnity agreement contained in this subsection (a) with respect to any Preliminary Prospectus or amended Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) from whom the person asserting any such loss, damage, expense, liability or claim purchased the APS which is the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such person at or prior to the written confirmation of the sale of such APS to such person, unless the failure is the result of noncompliance by the Fund with Section 5(d) hereof. If any action, suit or proceeding (together, a "Proceeding") is brought against an Underwriter or any such person Person in respect of which indemnity may be sought against the Fund or the Investment Manager Company pursuant to the foregoing paragraph, such Underwriter or such person Person shall promptly notify the Fund and the Investment Manager Company in writing of the institution of such Proceeding and the Fund or the Investment Manager Company shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission -------- ------- to so notify the Fund or the Investment Manager Company shall not relieve the Fund or the Investment Manager Company from any liability which the Fund or the Investment Manager Company may have to any Underwriter or any such person Person or otherwise. Such Underwriter or such person controlling Person shall have the right to employ its or their own counsel in any such case, but the reasonable fees and expenses of such counsel shall be at the expense of such Underwriter or of such person Person unless the employment of such counsel shall have been authorized in writing by the Fund or the Investment Manager, as the case may be, Company in connection with the defense of such Proceeding or the Fund or the Investment Manager Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Fund or the Investment Manager Company (in which case neither the Fund nor the Investment Manager Company shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Fund or the Investment Manager, as the case may be, may employ counsel and participate in the defense thereof at the expense of the Fund or the Investment Manager, as the case may be), in any of which events such reasonable fees and expenses shall be borne by the Fund or the Investment Manager Company and paid as incurred (it being understood, however, that the Fund or the Investment Manager Company shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). Neither the Fund nor the Investment Manager The Company shall not be liable for any settlement of any such Proceeding effected without its written consent (which shall not be unreasonably withheld) but if settled with the written consent of the Fund or the Investment ManagerCompany, the Fund or the Investment Manager, as the case may be, Company agrees to indemnify and hold harmless any Underwriter and any such person Person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i) such settlement is entered into more than 60 business days Business Days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii) such indemnified party shall have given the indemnifying party at least 30 days' prior notice of its intention to settle. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.