Common use of Issuance and Sale of Shares Clause in Contracts

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may sell through [-], acting as agent and/or principal, its common stock, $0.001 par value per share (the “Common Stock”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Shares issued by the Fund, and sold through [-] under this Agreement, shall be the sole responsibility of the Fund, and [-] shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALP, dated as of December 12, 2006, which was assigned to the Adviser on December 31, 2006 (the “Advisory Agreement”); (ii) a Custody Agreement with The Custodial Trust Company, dated September 27, 2004, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 (the “Custodian Agreement”); (iii) a Certificate of Appointment with the American Stock Transfer & Trust Company, dated September 27, 2004 (the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004. Collectively, the Advisory Agreement, the Custodian Agreement, the Transfer Agency Agreement and the Fund Services Agreement are herein referred to as the “Fund Agreements.” The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] and 811-[-]) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective Time”), shall include (i) all documents filed as part thereof or incorporated or deemed to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-], for use by [-], copies of the Base Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. The Base Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System.

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may sell through [-], acting as agent and/or principal, its common stock, $0.001 par value per share (the “Common Stock”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Shares issued by the Fund, and sold through [-] under this Agreement, shall be the sole responsibility of the Fund, and [-] shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALP, dated as of December 12, 2006, which was assigned to the Adviser on December 31, 2006 (the “Advisory Agreement”)2006; (ii) a Custody Agreement with The Custodial Trust Company, dated September 27, 2004, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 (the “Custodian Agreement”)2009; (iii) a Certificate of Appointment with the American Stock Transfer & Trust Company, dated September 27, 2004 (the “Transfer Agency Agreement”)2004; (iv) a Fund Services an Administration Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, ; and (bv) the a Fund Accounting Agreement with Ultimus, dated September 27, 2004; and such agreements are herein referred to as the “Advisory Agreement,” the “Custodian Agreement,” the “Transfer Agency Agreement,” “Administration Agreement,” and “Accounting Agreement,” respectively. Collectively, the Advisory Agreement, the Custodian Agreement, the Transfer Agency Agreement, the Administration Agreement and the Fund Services Accounting Agreement are herein referred to as the “Fund Agreements.” The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] and 811-[-]) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective Time”), shall include (i) all documents filed as part thereof or incorporated or deemed to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-], for use by [-], copies of the Base Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. The Base Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System.

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its up to five million (5,000,000) of the Fund’s common stockshares of beneficial interest, $0.001 no par value per share (the “Common StockShares”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALP, the Adviser dated as of December 12May 1, 20062003, which was assigned to the Adviser on December 31, 2006 (the “Advisory Agreement”); (ii) a Custody Agreement with The Custodial Trust CompanyBank of New York dated as of June 15, 2007, (iii) a Foreign Custody Manager Agreement with The Bank of New York dated September 27as of June 15, 2007, (iv) a Stock Transfer Agency Agreement with The Bank of New York dated as of June 15, 2007, (v) an Amended and Restated Financial Accounting Services Agreement with the Adviser dated as of December 13, 2004, which was assigned to JPMorgan Chase Bank, N.A. on June and (vi) a Master Services Agreement with State Street Bank and Trust Company dated as of March 15, 2009 (2004, as effective with respect to the Fund as of October 21, 2004 and such agreements are herein referred to as the “Advisory Agreement,” the “Custodian Agreement”); (iii) a Certificate of Appointment with , the American Stock Transfer & Trust Company, dated September 27, 2004 (“Foreign Custody Agreement,” the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (,” the “Fund Accounting Agreement” and the “Master Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004,” respectively. Collectively, the Advisory Agreement, the Custodian Agreement, the Foreign Custody Agreement, the Transfer Agency Agreement, the Accounting Agreement and the Fund Master Services Agreement are herein referred to as the “Fund Agreements.” In addition, the Fund has adopted a dividend reinvestment plan pursuant to which holders of Shares shall have their dividends automatically reinvested in additional Shares unless they elect to receive such dividends in cash, and such plan is herein referred to as the “Dividend Reinvestment Plan.” The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-146947 and 811-[-]811-21319) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective TimeOriginal Registration Statement”), including a base prospectus (“Basic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem (“XXXXX”).

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may sell through [-]CF&Co, acting as agent and/or principal, its common stock, $0.001 par value per share (the “Common Stock”), having an aggregate sale price of up to $[-] 50,000,000 (the “Shares”) as the Fund and [-] CF&Co shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Shares issued by the Fund, and sold through [-] CF&Co under this Agreement, shall be the sole responsibility of the Fund, and [-] CF&Co shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALPthe Adviser, dated as of December 12June 27, 2006, 2005 which was assigned to the Adviser on December 31, 2006 (the “Advisory Agreement”)2006; (ii) a Custody Agreement with The Custodial Trust Company, Company dated September as of June 27, 2004, 2005 which was assigned to JPMorgan Chase Bank, N.A. on June 15April 2, 2009 (the “Custodian Agreement”)and amended on June 13, 2012; (iii) a Certificate of Appointment Transfer Agency Agreement with the American Stock Transfer & Trust Company, Company dated September as of June 27, 2004 (the “Transfer Agency Agreement”)2005; (iv) a Fund Services an Administration Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, ; and (bv) the a Fund Accounting Agreement with UltimusUltimus Fund Solutions, LLC dated September as of June 27, 20042005; and such agreements are herein referred to as the “Advisory Agreement,” the “Custodian Agreement,” the “Transfer Agency Agreement,” “Administration Agreement,” and “Accounting Agreement,” respectively. Collectively, the Advisory Agreement, the Custodian Agreement, the Transfer Agency Agreement Agreement, the Administration Agreement, and the Fund Services Accounting Agreement are herein referred to as the “Fund Agreements.” The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-172410 and 811-[-]811-21750) originally filed on February 24, 2011 by the Fund with the Commission under the Securities Act and the Investment Company Act, as such registration statement was amended by pre-effective amendment No. 1 filed on April 21, 2011, and by post-effective amendments Nos. 1, 2, 3, 4 and 5 filed on July 18, 2012, September 5, 2012, September 25, 2012, March 19, 2013 and April 10, 2013, respectively, by the Fund with the Commission (collectively, the “registration statement”) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] CF&Co (the “Effective Time”), shall include (i) all documents filed as part thereof or incorporated or deemed to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] CF&Co for use by [-] CF&Co in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]CF&Co, for use by [-]CF&Co, copies of the Base Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. The Base Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System.

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Jxxxx, acting as agent and/or principal, its up to two million six hundred eighty five thousand six hundred thirty eight (2,685,638) of the Fund’s common stockshares of beneficial interest, $0.001 no par value per share (the “Common StockShares”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] Jxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Jxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALPthe Adviser dated as of October 17, 2005, (ii) a Master Custodian Agreement with State Street Bank and Trust Company dated as of September 11, 2009, (iii) a Stock Transfer Agency Agreement with The Bank of New York dated as of June 15, 2007, (iv) an Amended and Restated Financial Accounting Services Agreement with the Adviser dated as of December 1213, 20062004, which was assigned and (v) a Master Services Agreement with State Street Bank and Trust Company dated as of March 15, 2004, as effective with respect to the Adviser on December 31Fund as of October 28, 2006 (2004 and such agreements are herein referred to as the “Advisory Agreement”); (ii) a Custody Agreement with The Custodial Trust Company, dated September 27, 2004, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 (,” the “Custodian Agreement”); (iii) a Certificate of Appointment with the American Stock Transfer & Trust Company, dated September 27, 2004 (the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (,” the “Fund Accounting Agreement” and the “Master Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004,” respectively. Collectively, the Advisory Agreement, the Custodian Agreement, the Transfer Agency Agreement, the Accounting Agreement and the Fund Master Services Agreement are herein referred to as the “Fund Agreements. In addition, the Fund has adopted a dividend reinvestment plan pursuant to which holders of Shares shall have their dividends automatically reinvested in additional common shares of beneficial interest unless they elect to receive such dividends in cash, and such plan is herein referred to as the “Dividend Reinvestment Plan.” The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-224205 and 811-[-]811-21547) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective TimeOriginal Registration Statement”), including a base prospectus (“Basic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Jxxxx, for use by [-]Jxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus Supplement most recently filed with the Commission pursuant to Rule 497 under the Securities Act is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem (“EXXXX”).

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Joxxx, acting as agent and/or principal, its the Fund’s common stockshares, par value $0.001 par value per share (the “Common Stock”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time having an aggregate offering price of up to time$50,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] shall Joxxx xhall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] will Joxxx xill be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment a Management Agreement with KACALPthe Manager dated as of February 11, 2010, and renewed on November 13, 2019, a Custodian Services Agreement with The Bank of New York Mellon, dated as of December 12January 1, 20062018, which was assigned to as amended, and a Transfer Agency and Services Agreement between the Adviser on December 31Fund, 2006 (the “Advisory Agreement”); (ii) a Custody Agreement with The Custodial Computershare Inc. and Computershare Trust Company, N.A, dated September 27as of March 14, 20042016, which was assigned and such agreements are herein referred to JPMorgan Chase Bank, N.A. on June 15, 2009 (as the “Management Agreement,” the “Custodian Agreement”); (iii) a Certificate of Appointment with the American Stock Transfer & Trust Company, dated September 27, 2004 (,” and the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004,” respectively. Collectively, the Advisory Management Agreement, the Custodian Agreement, Agreement and the Transfer Agency Agreement and the Fund Services Agreement are herein referred to as the “Fund Agreements.” The Manager has entered into a Subadvisory Agreement with the Subadviser dated February 11, 2010 (the “Subadvisory Agreement”) and the Subadviser has entered into a Subadvisory Agreement (the “Non-U.S. Subadvisory Agreement”, together with the Subadvisory Agreement, the “Subadvisory Agreements”) with Western Asset Management Company Limited, a corporation organized under the laws of England and Wales (the “Non-U.S. Subadviser”, together with the Subadvisor, the “Subadvisers”), dated February 11, 2010. In addition, the Fund has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of shares of the Fund’s common stock shall have their dividends automatically reinvested in additional shares of common stock of the Fund unless they elect to receive such dividends in cash. The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-236154 and 811-[-]811-22369) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective TimeOriginal Registration Statement”), including a base prospectus (“Basic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Joxxx, for use by [-]Joxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof and incorporated by reference therein, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem (“EDXXX”). For purposes of this Agreement, all references to the Registration Statement, unless otherwise noted and except as the context otherwise requires, should be deemed to include any and all amendments thereto filed with the Commission.

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its the Fund’s common stockshares of beneficial interest, $0.001 par value $0.00001 per share (the “Common StockShares”); provided, having an aggregate sale price however, that in no event shall the Fund issue or sell through Xxxxx such number of up Shares that (a) exceeds the number of shares or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to $[-] which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (defined below) (the lesser of (a) or (b) the “SharesMaximum Amount”) as the Fund and [-] shall mutually agree from time to time). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALP, the Manager dated as of December 12September 5, 20062014, which was assigned to the Adviser on December 31, 2006 (the “Advisory Agreement”); (ii) a Custody Custodian Agreement with The Custodial State Street Bank and Trust Company, Company (“State Street”) dated September 27as of October 13, 2004, which was assigned to JPMorgan Chase Bankas amended September 5, N.A. on June 152014, 2009 a Support Services Agreement with PIMCO Investments LLC (the “Custodian AgreementPI”); (iii) dated as of April 4, 2012, as amended May 23, 2012, January 4, 2013 and September 5, 2014, and a Certificate of Appointment Transfer Agency Services Agreement with the American Stock Transfer & Trust Company, LLC (“AST”) dated September 27as of April 19, 2004 (2016, and such agreements are herein referred to as the “Management Agreement,” the “Custodian Agreement,” the “Support Services Agreement” and the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004,” respectively. Collectively, the Advisory Management Agreement, the Custodian Agreement, the Transfer Agency Support Services Agreement and the Fund Services Transfer Agency Agreement are herein referred to as the “Fund Agreements.” The In addition, the Fund has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which the applicable holders of Shares shall have their dividends automatically reinvested in additional Shares of the Fund unless they elect to receive such dividends in cash. (a) has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-226215 and 811-[-]811-21601) (the “registration statementOriginal Registration Statement”). Except where ) and (b) may file, in accordance with the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 provisions of the Securities Act and the Investment Company Act, as such section applies to [-] with the Commission one or more subsequent registration statements on Form N-2, including, in each case, a base prospectus (the “Effective TimeBasic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, including the Fund’s Statement of Additional Information, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act or any subsequent registration statement on Form N-2, as amended when it becomes effective, including all documents filed as a part thereof, (i) filed pursuant to Rule 415(a)(6) under the Securities Act by the Fund with respect to any securities registered pursuant to the Original Registration Statement, including any Placement Shares, as a result of the end of the three-year period described in Rule 415(a)(5) under the Securities Act or (ii) to register any additional Shares to be issued and sold under this Agreement, is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem (“XXXXX”). For purposes of this Agreement, all references to the Registration Statement, unless otherwise noted and except as the context otherwise requires, shall be deemed to include any and all amendments thereto filed with the Commission.

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its up to twenty five million (25,000,000) shares of the Fund’s common stock, $0.001 0.01 par value per share (the “Common StockShares”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, Fund and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the U.S. Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Amended and Restated Management Agreement with KACALP, the Investment Manager dated as of December 12, 2006, which was assigned to the Adviser on December 31, 2006 (the “Advisory Agreement”); (ii) a Custody Agreement with The Custodial Trust Company, dated September 27, 2004, which was assigned to JPMorgan Chase Bank, N.A. on June 15April 3, 2009 (the “Custodian Management Agreement”); (iii) a Certificate of Appointment , an Amended and Restated Investment Advisory Agreement with the American Stock Investment Manager and the Investment Adviser dated April 3, 2009 (the “Investment Advisory Agreement”), a Sub-Advisory Agreement with the Investment Manager and Aberdeen Asset Managers Limited dated March 1, 2012 (the “Sub-Advisory Agreement”), a Custodian Contract with State Street Bank and Trust Company (“State Street”) dated April 11, 1986, as amended (the “Custodian Contract”), a Transfer & Agency and Service Agreement with Computershare Trust Company, N.A. and Computershare, Inc. (“Computershare”) dated September 27July 23, 2004 2010 (the “Transfer Agency Agreement”); , an Administration Agreement with Aberdeen Asset Management Inc. dated September 30, 2004, as amended (ivthe “Administration Agreement”) a Fund and an Investor Relations Services Agreement with Ultimus Fund SolutionsAberdeen Asset Management Inc. dated February 1, LLC (“Ultimus”), dated November 15, 2013 2010 (the “Fund Investor Relations Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004. Collectively, the Management Agreement, the Investment Advisory Agreement, the Sub-Advisory Agreement, the Custodian AgreementContract, the Transfer Agency Agreement, the Administration Agreement and the Fund Investor Relations Services Agreement are herein referred to as the “Fund Agreements.” In addition, Computershare sponsors and administers a dividend reinvestment and direct stock purchase plan (the “Dividend Reinvestment and Direct Stock Purchase Plan”) pursuant to which the holders of Shares shall have their dividends automatically reinvested in additional shares of the Fund’s common stock unless they elect to receive such dividends in cash, and may make additional voluntary cash payments to purchase additional common shares. The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-182564 and 811-[-]811-04611) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective TimeOriginal Registration Statement”), including a base prospectus (“Basic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Interactive Data Electronic Data Gathering Analysis Application database. For purposes of this Agreement, all references to the Registration Statement, unless otherwise noted and Retrieval Systemexcept as the context otherwise requires, shall be deemed to include any and all amendments thereto.

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its up to eight million (8,000,000) of the Fund’s common stockshares of beneficial interest, $0.001 no par value per share (the “Common StockShares”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALP, the Adviser dated as of December 12Xxxxx 00, 20060000, which was assigned to the Adviser on December 31, 2006 (the “Advisory Agreement”); (iixx) a Custody Agreement with The Custodial Trust CompanyBank of New York dated as of June 15, 2007, (iii) a Foreign Custody Manager Agreement with The Bank of New York dated September 27as of June 15, 2007, (iv) a Stock Transfer Agency Agreement with The Bank of New York dated as of June 15, 2007, (v) an Amended and Restated Financial Accounting Services Agreement with the Adviser dated as of December 13, 2004, which was assigned to JPMorgan Chase Bank, N.A. on June and (vi) a Master Services Agreement with State Street Bank and Trust Company dated as of March 15, 2009 (2004, and such agreements are herein referred to as the “Advisory Agreement,” the “Custodian Agreement”); (iii) a Certificate of Appointment with , the American Stock Transfer & Trust Company, dated September 27, 2004 (“Foreign Custody Agreement,” the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (,” the “Fund Accounting Agreement” and the “Master Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004,” respectively. Collectively, the Advisory Agreement, the Custodian Agreement, the Foreign Custody Agreement, the Transfer Agency Agreement, the Accounting Agreement and the Fund Master Services Agreement are herein referred to as the “Fund Agreements.” In addition, the Fund has adopted a dividend reinvestment plan pursuant to which holders of Shares shall have their dividends automatically reinvested in additional Shares unless they elect to receive such dividends in cash, and such plan is herein referred to as the “Dividend Reinvestment Plan.” The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-146943 and 811-[-]811-21484) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective TimeOriginal Registration Statement”), including a base prospectus (“Basic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem (“XXXXX”).

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its the Fund’s common stockshares of beneficial interest, $0.001 par value $0.00001 per share (the “Common StockShares”); provided, having an aggregate sale price however, that in no event shall the Fund issue or sell through Xxxxx such number of up Shares that (a) exceeds the number of shares or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to $[-] which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (defined below) (the lesser of (a) or (b) the “SharesMaximum Amount”) as the Fund and [-] shall mutually agree from time to time). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALP, the Manager dated as of December 12September 5, 20062014, which was assigned to the Adviser on December 31, 2006 (the “Advisory Agreement”); (ii) a Custody Custodian Agreement with The Custodial State Street Bank and Trust CompanyCompany dated as of April 16, 2012, as amended September 5, 2014, a Support Services Agreement with PIMCO Investments LLC dated as of April 4, 2012, as amended May 23, 2012, January 4, 2013 and September 275, 20042014, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 (the “Custodian Agreement”); (iii) and a Certificate of Appointment Transfer Agency Services Agreement with the American Stock Transfer & Trust Company, LLC dated September 27as of April 19, 2004 (2016, and such agreements are herein referred to as the “Management Agreement,” the “Custodian Agreement,” the “Support Services Agreement” and the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004,” respectively. Collectively, the Advisory Management Agreement, the Custodian Agreement, the Transfer Agency Support Services Agreement and the Fund Services Transfer Agency Agreement are herein referred to as the “Fund Agreements.” The In addition, the Fund has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which the applicable holders of Shares shall have their dividends automatically reinvested in additional Shares of the Fund unless they elect to receive such dividends in cash. (a) has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-250288 and 811-[-]811-22673) (the “Original Registration Statement”) and (b) may file, in accordance with the provisions of the Securities Act and the Investment Company Act, with the Commission one or more subsequent registration statementstatements on Form N-2, including, in each case, a base prospectus with respect to the Shares and which incorporates by reference certain documents that the Fund has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) and the Investment Company Act (the “Basic Prospectus”). Except where The Fund shall prepare one or more supplements relating to the context otherwise requiresShares to the Basic Prospectus, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective Time”), shall include (i) including all documents filed as part thereof or incorporated or deemed to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus therein, to be filed with the Commission pursuant to Rule 497 424, under the Securities ActAct (collectively, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement”). The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. The Base ProspectusExcept where the context otherwise requires, the Original Registration Statement, as amended when it may be supplemented became effective, including all documents filed as part thereof or incorporated by reference therein, including the Prospectus SupplementFund’s Statement of Additional Information, and including any information contained in the form in which such Base Prospectus and/or a Prospectus Supplement have most recently been subsequently filed by the Fund with the Commission pursuant to Rule 497 424 under the Securities Act or deemed to be part of such registration statement pursuant to Rule 430B or Rule 430C of the Securities Act, or any subsequent registration statement on Form N-2, as amended when it becomes effective, including all documents filed as a part thereof or incorporated by reference therein and including any information deemed to be part of such registration statement pursuant to Rule 430B or Rule 430C of the Securities Act, (i) filed pursuant to Rule 415(a)(6) under the Securities Act by the Fund with respect to any securities registered pursuant to the Original Registration Statement, including any Placement Shares (as defined below), as a result of the end of the three-year period described in Rule 415(a)(5) under the Securities Act or (ii) to register any additional Shares to be issued and sold under this Agreement, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System.the

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its up to six million two hundred thirty two thousand one hundred sixty seven (6,232,167) of the Fund’s common stockshares of beneficial interest, $0.001 no par value per share (the “Common StockShares”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALPthe Adviser dated as of May 1, 2003, (ii) a Master Custodian Agreement with State Street Bank and Trust Company dated as of September 11, 2009, (iii) a Stock Transfer Agency Agreement with The Bank of New York dated as of June 15, 2007, (iv) an Amended and Restated Financial Accounting Services Agreement with the Adviser dated as of December 1213, 20062004, which was assigned and (v) a Master Services Agreement with State Street Bank and Trust Company dated as of March 15, 2004, as effective with respect to the Adviser on December 31Fund as of October 21, 2006 (2004 and such agreements are herein referred to as the “Advisory Agreement”); (ii) a Custody Agreement with The Custodial Trust Company, dated September 27, 2004, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 (,” the “Custodian Agreement”); (iii) a Certificate of Appointment with the American Stock Transfer & Trust Company, dated September 27, 2004 (the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (,” the “Fund Accounting Agreement” and the “Master Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004,” respectively. Collectively, the Advisory Agreement, the Custodian Agreement, the Transfer Agency Agreement, the Accounting Agreement and the Fund Master Services Agreement are herein referred to as the “Fund Agreements.” In addition, the Fund has adopted a dividend reinvestment plan pursuant to which holders of Shares shall have their dividends automatically reinvested in additional Shares unless they elect to receive such dividends in cash, and such plan is herein referred to as the “Dividend Reinvestment Plan.” The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-175076 and 811-[-]811-21319) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective TimeOriginal Registration Statement”), including a base prospectus (“Basic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem (“XXXXX”).

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its the Fund’s common stockshares, par value $0.001 par value per share (the “Common Stock”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time having an aggregate offering price of up to time$50,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment a Management Agreement with KACALPthe Manager dated as of February 11, 2010, and renewed on November 13, 2019, a Custodian Services Agreement with The Bank of New York Mellon, dated as of December 12January 1, 20062018, which was assigned to as amended, and a Transfer Agency and Services Agreement between the Adviser on December 31Fund, 2006 (the “Advisory Agreement”); (ii) a Custody Agreement with The Custodial Computershare Inc. and Computershare Trust Company, N.A, dated September 27as of March 14, 20042016, which was assigned and such agreements are herein referred to JPMorgan Chase Bank, N.A. on June 15, 2009 (as the “Management Agreement,” the “Custodian Agreement”); (iii) a Certificate of Appointment with the American Stock Transfer & Trust Company, dated September 27, 2004 (,” and the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004,” respectively. Collectively, the Advisory Management Agreement, the Custodian Agreement, Agreement and the Transfer Agency Agreement and the Fund Services Agreement are herein referred to as the “Fund Agreements.” The Manager has entered into a Subadvisory Agreement with the Subadviser dated February 11, 2010 (the “Subadvisory Agreement”) and the Subadviser has entered into a Subadvisory Agreement (the “Non-U.S. Subadvisory Agreement”, together with the Subadvisory Agreement, the “Subadvisory Agreements”) with Western Asset Management Company Limited, a corporation organized under the laws of England and Wales (the “Non-U.S. Subadviser”, together with the Subadvisor, the “Subadvisers”), dated February 11, 2010. In addition, the Fund has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of shares of the Fund’s common stock shall have their dividends automatically reinvested in additional shares of common stock of the Fund unless they elect to receive such dividends in cash. The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-236154 and 811-[-]811-22369) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective TimeOriginal Registration Statement”), including a base prospectus (“Basic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof and incorporated by reference therein, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem (“XXXXX”). For purposes of this Agreement, all references to the Registration Statement, unless otherwise noted and except as the context otherwise requires, should be deemed to include any and all amendments thereto filed with the Commission.

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its the Fund’s common stockshares of beneficial interest, $0.001 par value $0.00001 per share (the “Common StockShares”); provided, having an aggregate sale price however, that in no event shall the Fund issue or sell through Xxxxx such number of up Shares that (a) exceeds the number of shares or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to $[-] which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (defined below) (the lesser of (a) or (b) the “SharesMaximum Amount”) as the Fund and [-] shall mutually agree from time to time). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALPthe Manager dated as of September 5, 2014, a Custodian and Investment Accounting Agreement with State Street Bank and Trust Company (“State Street”) dated as of December 1210, 20062001, which was assigned to the Adviser on December 31as amended September 5, 2006 (the “Advisory Agreement”); (ii) 2014, a Custody Support Services Agreement with The Custodial Trust CompanyPIMCO Investments LLC (“PI”) dated as of April 4, dated 2012, as amended May 23, 2012, January 4, 2013 and September 275, 20042014, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 (the “Custodian Agreement”); (iii) and a Certificate of Appointment Transfer Agency Services Agreement with the American Stock Transfer & Trust Company, LLC (“AST”) dated September 27as of April 19, 2004 (2016, and such agreements are herein referred to as the “Management Agreement,” the “Custodian Agreement,” the “Support Services Agreement” and the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004,” respectively. Collectively, the Advisory Management Agreement, the Custodian Agreement, the Transfer Agency Support Services Agreement and the Fund Services Transfer Agency Agreement are herein referred to as the “Fund Agreements.” The In addition, the Fund has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which the applicable holders of Shares shall have their dividends automatically reinvested in additional Shares of the Fund unless they elect to receive such dividends in cash. (a) has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-231165 and 811-[-]811-21238) (the “registration statementOriginal Registration Statement”). Except where ) and (b) may file, in accordance with the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 provisions of the Securities Act and the Investment Company Act, as such section applies to [-] with the Commission one or more subsequent registration statements on Form N-2, including, in each case, a base prospectus (the “Effective TimeBasic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, including the Fund’s Statement of Additional Information, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act or any subsequent registration statement on Form N-2, as amended when it becomes effective, including all documents filed as a part thereof, (i) filed pursuant to Rule 415(a)(6) under the Securities Act by the Fund with respect to any securities registered pursuant to the Original Registration Statement, including any Placement Shares, as a result of the end of the three-year period described in Rule 415(a)(5) under the Securities Act or (ii) to register any additional Shares to be issued and sold under this Agreement, is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem (“XXXXX”). For purposes of this Agreement, all references to the Registration Statement, unless otherwise noted and except as the context otherwise requires, shall be deemed to include any and all amendments thereto filed with the Commission.

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its the Fund’s common stockshares of beneficial interest, $0.001 par value $0.00001 per share (the “Common StockShares”); provided, having an aggregate sale price however, that in no event shall the Fund issue or sell through Xxxxx such number of up Shares that (a) exceeds the number of shares or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to $[-] which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (defined below) (the lesser of (a) or (b) the “SharesMaximum Amount”) as the Fund and [-] shall mutually agree from time to time). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALPthe Manager dated as of September 5, 2014, a Custodian Agreement with State Street Bank and Trust Company dated as of December 125, 20062012, which was assigned to the Adviser on December 31as amended September 5, 2006 (the “Advisory Agreement”); (ii) 2014, a Custody Support Services Agreement with The Custodial Trust CompanyPIMCO Investments LLC dated as of April 4, dated 2012, as amended May 23, 2012, January 4, 2013 and September 275, 20042014, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 (the “Custodian Agreement”); (iii) and a Certificate of Appointment Transfer Agency Services Agreement with the American Stock Transfer & Trust Company, LLC dated September 27as of April 19, 2004 (2016, and such agreements are herein referred to as the “Management Agreement,” the “Custodian Agreement,” the “Support Services Agreement” and the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004,” respectively. Collectively, the Advisory Management Agreement, the Custodian Agreement, the Transfer Agency Support Services Agreement and the Fund Services Transfer Agency Agreement are herein referred to as the “Fund Agreements.” The In addition, the Fund has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which the applicable holders of Shares shall have their dividends automatically reinvested in additional Shares of the Fund unless they elect to receive such dividends in cash. (a) has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-232285 and 811-[-]811-22758) (the “registration statementOriginal Registration Statement”). Except where ) and (b) may file, in accordance with the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 provisions of the Securities Act and the Investment Company Act, as such section applies to [-] with the Commission one or more subsequent registration statements on Form N-2, including, in each case, a base prospectus (the “Effective TimeBasic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, including the Fund’s Statement of Additional Information, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act or any subsequent registration statement on Form N-2, as amended when it becomes effective, including all documents filed as a part thereof, (i) filed pursuant to Rule 415(a)(6) under the Securities Act by the Fund with respect to any securities registered pursuant to the Original Registration Statement, including any Placement Shares (as defined below), as a result of the end of the three-year period described in Rule 415(a)(5) under the Securities Act or (ii) to register any additional Shares to be issued and sold under this Agreement, is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System. For purposes of this Agreement, all references to the Registration Statement, unless otherwise noted and except as the context otherwise requires, shall be deemed to include any and all amendments thereto filed with the Commission.

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its up to three million (3,000,000) of the Fund’s common stockshares of beneficial interest, $0.001 no par value per share (the “Common StockShares”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALPthe Adviser dated as of October 17, 2005, (ii) a Master Custodian Agreement with State Street Bank and Trust Company dated as of September 11, 2009, (iii) a Stock Transfer Agency Agreement with The Bank of New York dated as of June 15, 2007, (iv) an Amended and Restated Financial Accounting Services Agreement with the Adviser dated as of December 1213, 20062004, which was assigned and (v) a Master Services Agreement with State Street Bank and Trust Company dated as of March 15, 2004, as effective with respect to the Adviser on December 31Fund as of October 28, 2006 (2004 and such agreements are herein referred to as the “Advisory Agreement”); (ii) a Custody Agreement with The Custodial Trust Company, dated September 27, 2004, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 (,” the “Custodian Agreement”); (iii) a Certificate of Appointment with the American Stock Transfer & Trust Company, dated September 27, 2004 (the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (,” the “Fund Accounting Agreement” and the “Master Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004,” respectively. Collectively, the Advisory Agreement, the Custodian Agreement, the Transfer Agency Agreement, the Accounting Agreement and the Fund Master Services Agreement are herein referred to as the “Fund Agreements.” In addition, the Fund has adopted a dividend reinvestment plan pursuant to which holders of Shares shall have their dividends automatically reinvested in additional Shares unless they elect to receive such dividends in cash, and such plan is herein referred to as the “Dividend Reinvestment Plan.” The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-146944 and 811-[-]811-21547) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective TimeOriginal Registration Statement”), including a base prospectus (“Basic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem (“XXXXX”).

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its the Fund’s common stockshares of beneficial interest, $0.001 par value $0.00001 per share (the “Common StockShares”); provided, having an aggregate sale price however, that in no event shall the Fund issue or sell through Xxxxx such number of up Shares that (a) exceeds the number of shares or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to $[-] which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (defined below) (the lesser of (a) or (b) the “SharesMaximum Amount”) as the Fund and [-] shall mutually agree from time to time). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALP, the Manager dated as of December 12September 5, 20062014, which was assigned to the Adviser on December 31, 2006 (the “Advisory Agreement”); (ii) a Custody Custodian Agreement with The Custodial State Street Bank and Trust CompanyCompany (“State Street”) dated as of August 14, 2003, as amended September 5, 2014, a Support Services Agreement with PIMCO Investments LLC (“PI”) dated as of April 4, 2012, as amended May 23, 2012, January 4, 2013 and September 275, 20042014, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 (the “Custodian Agreement”); (iii) and a Certificate of Appointment Transfer Agency Services Agreement with the American Stock Transfer & Trust Company, LLC (“AST”) dated September 27as of April 19, 2004 (2016, and such agreements are herein referred to as the “Management Agreement,” the “Custodian Agreement,” the “Support Services Agreement” and the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004,” respectively. Collectively, the Advisory Management Agreement, the Custodian Agreement, the Transfer Agency Support Services Agreement and the Fund Services Transfer Agency Agreement are herein referred to as the “Fund Agreements.” The In addition, the Fund has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which the applicable holders of Shares shall have their dividends automatically reinvested in additional Shares of the Fund unless they elect to receive such dividends in cash. (a) has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-226092 and 811-[-]811-21374) (the “registration statementOriginal Registration Statement”). Except where ) and (b) may file, in accordance with the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 provisions of the Securities Act and the Investment Company Act, as such section applies to [-] with the Commission one or more subsequent registration statements on Form N-2, including, in each case, a base prospectus (the “Effective TimeBasic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, including the Fund’s Statement of Additional Information, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act or any subsequent registration statement on Form N-2, as amended when it becomes effective, including all documents filed as a part thereof, (i) filed pursuant to Rule 415(a)(6) under the Securities Act by the Fund with respect to any securities registered pursuant to the Original Registration Statement, including any Placement Shares, as a result of the end of the three-year period described in Rule 415(a)(5) under the Securities Act or (ii) to register any additional Shares to be issued and sold under this Agreement, is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem (“XXXXX”). For purposes of this Agreement, all references to the Registration Statement, unless otherwise noted and except as the context otherwise requires, shall be deemed to include any and all amendments thereto filed with the Commission.

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its up to six million (6,000,000) of the Fund’s common stockshares of beneficial interest, $0.001 no par value per share (the “Common StockShares”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALPthe Adviser dated as of June 17, 2002, (ii) a Master Custodian Agreement with State Street Bank and Trust Company dated as of September 11, 2009, (iii) a Stock Transfer Agency Agreement with The Bank of New York dated as of June 15, 2007, (iv) an Amended and Restated Financial Accounting Services Agreement with the Adviser dated as of December 1213, 20062004, which was assigned and (v) a Master Services Agreement with State Street Bank and Trust Company dated as of March 15, 2004, as effective with respect to the Adviser on December 31Fund as of October 21, 2006 (2004 and such agreements are herein referred to as the “Advisory Agreement”); (ii) a Custody Agreement with The Custodial Trust Company, dated September 27, 2004, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 (,” the “Custodian Agreement”); (iii) a Certificate of Appointment with the American Stock Transfer & Trust Company, dated September 27, 2004 (the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (,” the “Fund Services Accounting Agreement”), which replaced (a) ” and the “Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004Agreement,” respectively. Collectively, the Advisory Agreement, the Custodian Agreement, the Transfer Agency Agreement, the Accounting Agreement and the Fund Services Administration Agreement are herein referred to as the “Fund Agreements. In addition, the Fund has adopted a dividend reinvestment plan pursuant to which holders of Shares shall have their dividends automatically reinvested in additional Shares unless they elect to receive such dividends in cash, and such plan is herein referred to as the “Dividend Reinvestment Plan.” The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-146945 and 811-[-]811-21080) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective TimeOriginal Registration Statement”), including a base prospectus (“Basic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem (“XXXXX”).

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its up to two million (2,000,000) of the Fund’s common stockshares, par value $0.001 par value per share (the “Common StockShares”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALP, the Manager dated as of December 12June 7, 20062011, which was assigned to the Adviser on December 31, 2006 (the “Advisory Agreement”); (ii) a Custody Custodian Services Agreement with The Custodial State Street Bank and Trust CompanyCompany dated as of October 5, dated September 27, 2004, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 (2012 and a Transfer Agency and Services Agreement between the “Custodian Agreement”); (iii) a Certificate of Appointment with the Fund and American Stock Transfer & Trust CompanyCompany dated as of March 20, dated September 272006, 2004 (as amended on December 19, 2012, and such agreements are herein referred to as the “Management Agreement,” the “Custodian Agreement,” and the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004,” respectively. Collectively, the Advisory Management Agreement, the Custodian Agreement, Agreement and the Transfer Agency Agreement and the Fund Services Agreement are herein referred to as the “Fund Agreements.” The Manager has entered into a Subadvisory Agreement with the Subadviser dated June 7, 2011 (the “Subadvisory Agreement”). In addition, the Fund has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of shares of the Fund’s common stock shall have their dividends automatically reinvested in additional shares of common stock of the Fund unless they elect to receive such dividends in cash. The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-186748 and 811-[-]811-22546) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective TimeOriginal Registration Statement”), including a base prospectus (“Basic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem (“XXXXX”).

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its the Fund’s common stock, par value $0.001 par value per share (the “Common Stock”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time having an aggregate offering price of up to time$143,970,507. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment a Management Agreement with KACALPthe Manager dated as of July 31, 2020, a Custodian Services Agreement with The Bank of New York Mellon, dated as of December 12January 1, 20062018, which was assigned to as amended, and a Transfer Agency and Services Agreement between the Adviser on December 31Fund, 2006 (the “Advisory Agreement”); (ii) a Custody Agreement with The Custodial Computershare Inc. and Computershare Trust Company, N.A, dated September 27as of March 14, 20042016, which was assigned and such agreements are herein referred to JPMorgan Chase Bank, N.A. on June 15, 2009 (as the “Management Agreement,” the “Custodian Agreement”); (iii) a Certificate of Appointment with the American Stock Transfer & Trust Company, dated September 27, 2004 (,” and the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004,” respectively. Collectively, the Advisory Management Agreement, the Custodian Agreement, Agreement and the Transfer Agency Agreement and the Fund Services Agreement are herein referred to as the “Fund Agreements.” The Manager has entered into a Subadvisory Agreement with the Subadviser dated July 31, 2020 (the “Subadvisory Agreement”). The Subadviser has entered into a Subadvisory Agreement with Western Asset Management Company Limited, a corporation organized under the laws of England and Wales (the “UK Subadviser”), dated as of July 31, 2020, and a Subadvisory Agreement with Western Asset Management Company Pte. Ltd., a corporation organized under the laws of Singapore (the “Singapore Subadviser”, together with the UK Subadviser, the “Non-U.S. Subadvisers”, and together with the Subadviser, the “Subadvisers”), dated as of July 31, 2020, and such agreements are herein referred to together as the “Non-U.S. Subadvisory Agreements,” and together with the Subadvisory Agreement, the “Subadvisory Agreements.” In addition, the Fund has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of shares of the Fund’s common stock shall have their dividends automatically reinvested in additional shares of common stock of the Fund unless they elect to receive such dividends in cash. The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-261721 and 811-[-]811-08709) (the “registration statementOriginal Registration Statement”). Except where , including a base prospectus (“Basic Prospectus”), with respect to the context otherwise requires, Shares and which incorporated by reference documents that the registration statement, as amended at Fund has filed or will file in accordance with the time of such registration statement’s effectiveness for purposes of Section 11 provisions of the Securities ActExchange Act of 1934, as such section applies to [-] amended, and the rules and regulations thereunder (the “Effective TimeExchange Act”)) and the Investment Company Act. The Fund shall prepare one or more supplements to the Basic Prospectus relating to the Shares, shall include (i) including all documents filed as part thereof or incorporated or deemed to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus collectively, the “Prospectus Supplement”), to be filed with the Commission pursuant to Rule 497 424 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof and incorporated by reference therein, including the statement of additional information dated as of March 23, 2022, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 424 under the Securities Act or deemed to be part of such registration statement pursuant to Rule 430B or 430C under the Securities Act is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 424 under the Securities Act, and including all documents incorporated by reference therein, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Basic Prospectus, the Prospectus or any amendment or supplement thereto, including the Prospectus Supplement, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission pursuant to the Securities Act, the Exchange Act and the Investment Company Act, as applicable, deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem (“XXXXX”). For purposes of this Agreement, all references to the Registration Statement, unless otherwise noted and except as the context otherwise requires, should be deemed to include any and all amendments thereto filed with the Commission.

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its the Fund’s common stockshares of beneficial interest, $0.001 par value $0.00001 per share (the “Common StockShares”); provided, having an aggregate sale price however, that in no event shall the Fund issue or sell through Xxxxx such number of up Shares that (a) exceeds the number of shares or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to $[-] which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (defined below) (the lesser of (a) or (b) the “SharesMaximum Amount”) as the Fund and [-] shall mutually agree from time to time). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALP, the Manager dated as of December 12October 8, 20062020, which was assigned to the Adviser on December 31, 2006 (the “Advisory Agreement”); (ii) a Custody and Investment Accounting Agreement with The Custodial State Street Bank and Trust CompanyCompany dated as of January 1, 2000, as amended on February 8, 2017, and updated on October 8, 2020, an Amended and Restated Support Services Agreement with PIMCO Investments LLC dated September 27as of October 8, 20042020, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 (the “Custodian Agreement”); (iii) and a Certificate of Appointment Transfer Agency Services Agreement with the American Stock Transfer & Trust Company, LLC dated September 27as of April 19, 2004 (2016, as amended December 15, 2020, and such agreements are herein referred to as the “Management Agreement,” the “Custodian Agreement,” the “Support Services Agreement” and the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004,” respectively. Collectively, the Advisory Management Agreement, the Custodian Agreement, the Transfer Agency Support Services Agreement and the Fund Services Transfer Agency Agreement are herein referred to as the “Fund Agreements.” The In addition, the Fund has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which the applicable holders of Shares shall have their dividends automatically reinvested in additional Shares of the Fund unless they elect to receive such dividends in cash. (a) has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-333-[•] and 811-[-]811-23505) (the “Original Registration Statement”) and (b) may file, in accordance with the provisions of the Securities Act and the Investment Company Act, with the Commission one or more subsequent registration statementstatements on Form N-2, including, in each case, a base prospectus with respect to the Shares and which incorporates by reference certain documents that the Fund has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) and the Investment Company Act (the “Basic Prospectus”). Except where The Fund shall prepare one or more supplements relating to the context otherwise requiresShares to the Basic Prospectus, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective Time”), shall include (i) including all documents filed as part thereof or incorporated or deemed to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus therein, to be filed with the Commission pursuant to Rule 497 424, under the Securities ActAct (collectively, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement”). The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, including the Fund’s Statement of Additional Information, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 424 under the Securities Act or deemed to be part of such registration statement pursuant to Rule 430B or Rule 430C of the Securities Act, or any subsequent registration statement on Form N-2, as amended when it becomes effective, including all documents filed as a part thereof or incorporated by reference therein and including any information deemed to be part of such registration statement pursuant to Rule 430B or Rule 430C of the Securities Act, (i) filed pursuant to Rule 415(a)(6) under the Securities Act by the Fund with respect to any securities registered pursuant to the Original Registration Statement, including any Placement Shares (as defined below), as a result of the end of the three-year period described in Rule 415(a)(5) under the Securities Act or (ii) to register any additional Shares to be issued and sold under this Agreement, is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 424 under the Securities Act, and in each case including all documents incorporated by reference therein, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission pursuant to the Securities Act, the Exchange Act and the Investment Company Act, as applicable, deemed to be incorporated by reference therein (collectively, the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus, Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or any successor thereto (collectively, “XXXXX”). For purposes of this Agreement, all references to the Registration Statement, unless otherwise noted and except as the context otherwise requires, are deemed to include any and all amendments thereto filed with the Commission.

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its up to eighteen million (18,000,000) shares of the Fund’s common stockshares of beneficial interest, $0.001 par value per share (the “Common StockShares”), having subject to an aggregate sale offering price of up for the Shares not to exceed $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time to time90,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, Fund and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Amended and Restated Investment Management Advisory Agreement with KACALPthe Investment Adviser dated March 23, dated 2001, as of amended and restated on May 3, 2004, February 14, 2005, December 121, 2006, which was assigned to the Adviser on December 31November 16, 2006 2011 and August 14, 2012 (the “Investment Advisory Agreement”); (ii) , a Custody Custodian Agreement with The Custodial State Street Bank and Trust CompanyCompany (“State Street”) dated October 20, dated September 27, 2004, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 2000 (the “Custodian Agreement”); (iii) , a Certificate of Appointment Registrar, Transfer Agency and Service Agreement with the American Stock Transfer & EquiServ, Inc., as predecessor to Computershare Trust Company, N.A. (“Computershare”) dated September 27August 1, 2004 2003 (the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the and an Administration Agreement with UltimusState Street dated June 7, dated as of February 28, 20092002, as amended on December 12November 1, 2011, and 2011 (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004“Administration Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Transfer Agency Agreement and the Fund Services Administration Agreement are herein referred to as the “Fund Agreements.” In addition, the Fund has adopted a dividend reinvestment plan (the “Dividend Reinvestment and Cash Purchase Plan”) pursuant to which the holders of Shares shall have their dividends automatically reinvested in additional common shares of beneficial interest of the Fund unless they elect to receive such dividends in cash. The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-183901 and 811-[-]811-8777) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective TimeOriginal Registration Statement”), including a base prospectus (“Basic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Interactive Data Electronic Data Gathering Analysis Application database. For purposes of this Agreement, all references to the Registration Statement, unless otherwise noted and Retrieval Systemexcept as the context otherwise requires, shall be deemed to include any and all amendments thereto.

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may sell through [-]CF&Co, acting as agent and/or principal, its common stock, $0.001 0.01 par value per share (the “Common Stock”), having an aggregate sale price of up to $[-] 50,000,000 (the “Shares”) as the Fund and [-] CF&Co shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Shares issued by the Fund, and sold through [-] CF&Co under this Agreement, shall be the sole responsibility of the Fund, and [-] CF&Co shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALPthe Adviser, dated as of December 12June 27, 2006, 2005 which was assigned to the Adviser on December 31, 2006 (the “Advisory Agreement”)2006; (ii) a Custody Agreement with The Custodial Trust Company, Company dated September as of June 27, 2004, 2005 which was assigned to JPMorgan Chase Bank, N.A. on June 15April 2, 2009 (the “Custodian Agreement”)and amended on June 13, 2012; (iii) a Certificate of Appointment Transfer Agency Agreement with the American Stock Transfer & Trust Company, Company dated September as of June 27, 2004 (the “Transfer Agency Agreement”)2005; (iv) a Fund Services an Administration Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, ; and (bv) the a Fund Accounting Agreement with UltimusUltimus Fund Solutions, LLC dated September as of June 27, 20042005; and such agreements are herein referred to as the “Advisory Agreement,” the “Custodian Agreement,” the “Transfer Agency Agreement,” “Administration Agreement,” and “Accounting Agreement,” respectively. Collectively, the Advisory Agreement, the Custodian Agreement, the Transfer Agency Agreement Agreement, the Administration Agreement, and the Fund Services Accounting Agreement are herein referred to as the “Fund Agreements.” The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-]July 18, 201_ 2012 (File Nos. 333-[-] 333-172410 and 811-[-]811-21750) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] CF&Co (the “Effective Time”), shall include (i) all documents filed as part thereof or incorporated or deemed to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] CF&Co for use by [-] CF&Co in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]CF&Co, for use by [-]CF&Co, copies of the Base Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. The Base Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System.

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its up to 3,300,000 shares of the Fund’s common stock, $0.001 par value $0.0001 per share (the “Common StockShares”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] Xxxxx shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, Fund and sold through [-] Xxxxx under this Agreement, shall be the sole responsibility of the FundFund and the Adviser, and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Advisory Agreement with KACALP, the Adviser dated as of December 12June 29, 2006, which was assigned to the Adviser on December 31, 2006 2018 (the “Investment Advisory Agreement”); (ii) , a Custody Custodian Agreement with The Custodial State Street Bank and Trust CompanyCompany dated as of (“State Street”) dated as of November 17, dated September 27, 2004, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 2015 (the “Custodian Agreement”); (iii) , a Certificate Transfer Agency and Dividend Disbursing Agency Agreement with DST Systems, Inc. dated as of Appointment with the American Stock Transfer & Trust CompanyNovember 20, dated September 27, 2004 2015 (the “Transfer Agency Agreement”); (iv) a Fund and an Administrative, Bookkeeping and Pricing Services Agreement with Ultimus ALPS Fund SolutionsServices, LLC (“Ultimus”), Inc. dated November 1520, 2013 2015 (the “Fund Services Administration Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004. Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Transfer Agency Agreement and the Fund Services Administration Agreement are herein referred to as the “Fund Agreements.” The Adviser and the Subadviser have entered into a Sub-Advisory Agreement dated as of June 29, 2018 (the “Sub-Advisory Agreement”). In addition, the Fund has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which the applicable holders of Shares shall have their dividends automatically reinvested in additional Shares of the Fund unless they elect to receive such dividends in cash. The Fund and the Adviser have separately entered into a Licensing Agreement with the Subadviser for use of certain advertising marks to be used by each, and such agreement is hereby referred to as the “Licensing Agreement.” The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-225152 and 811-[-]811-22472) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective TimeOriginal Registration Statement”), including a base prospectus (“Base Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Base Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, including the Fund’s Statement of Additional Information, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act or deemed to be part of such regulation statement pursuant to Rule 430C of the Securities Act. is herein called the “Registration Statement.” The Base Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem (“XXXXX”). For purposes of this Agreement, all references to the Registration Statement, unless otherwise noted and except as the context otherwise requires, shall be deemed to include any and all amendments thereto filed with the Commission.

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its up to one million five hundred thousand (1,500,000) shares of the Fund’s common stock, $0.001 par value per share (the “Common StockShares”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, Fund and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment a Management Agreement with KACALP, the Investment Manager dated as of December 12, 2006, which was assigned to the Adviser on December 31June 7, 2006 (the “Management Agreement”), an Investment Advisory Agreement with the Investment Manager and the Investment Adviser dated June 7, 2006 (the “Investment Advisory Agreement”); (ii) , a Custody Sub-Advisory Agreement with The Custodial Trust Company, the Investment Manager and Aberdeen Asset Management Investment Services Limited dated September 27, 2004, which was assigned to JPMorgan Chase Bank, N.A. on June 15March 6, 2009 (the “Custodian Sub-Advisory Agreement”); , a Custodian Contract with State Street Bank and Trust Company (iii“State Street”) dated February 20, 1992, as amended (the “Custodian Contract”), a Certificate of Appointment Transfer Agency and Service Agreement with the American Stock Transfer & Computershare Trust Company, N.A. and Computershare, Inc. (“Computershare”) dated September 27July 23, 2004 2010 (the “Transfer Agency Agreement”); , an Administration Agreement with Aberdeen Asset Management Inc. dated September 30, 2004, as amended (ivthe “Administration Agreement”) a Fund and an Investor Relations Services Agreement with Ultimus Fund SolutionsAberdeen Asset Management Inc. dated February 1, LLC (“Ultimus”), dated November 15, 2013 2010 (the “Fund Investor Relations Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004. Collectively, the Management Agreement, the Investment Advisory Agreement, the Sub-Advisory Agreement, the Custodian AgreementContract, the Transfer Agency Agreement, the Administration Agreement and the Fund Investor Relations Services Agreement are herein referred to as the “Fund Agreements.” In addition, Computershare sponsors and administers a dividend reinvestment and direct stock purchase plan (the “Dividend Reinvestment and Direct Stock Purchase Plan”) pursuant to which the holders of Shares shall have their dividends automatically reinvested in additional shares of the Fund’s common stock unless they elect to receive such dividends in cash, and may make additional voluntary cash payments to purchase additional common shares. The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-177629 and 811-[-]811-06432) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective TimeOriginal Registration Statement”), including a base prospectus (“Basic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Interactive Data Electronic Data Gathering Analysis Application database. For purposes of this Agreement, all references to the Registration Statement, unless otherwise noted and Retrieval Systemexcept as the context otherwise requires, shall be deemed to include any and all amendments thereto.

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may sell through [-]CF&Co, acting as agent and/or principal, its common stock, $0.001 par value per share (the “Common Stock”), having an aggregate sale price of up to $[-] 50,000,000 (the “Shares”) as the Fund and [-] CF&Co shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Shares issued by the Fund, and sold through [-] CF&Co under this Agreement, shall be the sole responsibility of the Fund, and [-] CF&Co shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALP, dated as of December 12, 2006, which was assigned to the Adviser on December 31, 2006 (the “Advisory Agreement”); (ii) a Letter Agreement dated December 11, 2014 was renewed on March 9, 2016, with the Adviser relating to Waiver of Certain Fees under the Advisory Agreement and amending and extending the fee waiver agreement with the Advisor through March 31, 2017 (the “Advisory Letter Fee Agreement”); (iii) a Custody Agreement with The Custodial Trust Company, dated September 27, 2004, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 (the “Custodian Agreement”); (iiiiv) a Certificate of Appointment with the American Stock Transfer & Trust Company, dated September 27, 2004 (the “Transfer Agency Agreement”); and (ivv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, 2011 and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004. Collectively, the Advisory Letter Fee Agreement, the Custodian Agreement, the Transfer Agency Agreement Agreement, and the Fund Services Agreement are herein referred to as the “Fund Agreements.” The Fund has filedfiled with the Commission, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-]July 18, 201_ 2016 and declared effective on July 19, 2016 (File Nos. 333-[-] 333-211964 and 811-[-]811-21593) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] CF&Co (the “Effective Time”), shall include (i) all documents filed as part thereof or incorporated or deemed to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] CF&Co for use by [-] CF&Co in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]CF&Co, for use by [-]CF&Co, copies of the Base Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. The Base Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System.

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may sell through [-]CF&Co, acting as agent and/or principal, its common stock, $0.001 par value per share (the “Common Stock”), having an aggregate sale price of up to $[-] 100,000,000 (the “Shares”) as the Fund and [-] CF&Co shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Shares issued by the Fund, and sold through [-] CF&Co under this Agreement, shall be the sole responsibility of the Fund, and [-] CF&Co shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALP, dated as of December 12, 2006, which was assigned to the Adviser on December 31, 2006 (the “Advisory Agreement”); (ii) a Letter Agreement dated December 11, 2014, with the Adviser relating to Waiver of Certain Fees under the Advisory Agreement and amending and extending the fee waiver agreement with the Advisor for an additional one year term expiring on December 11, 2015 (the “Advisory Letter Fee Agreement”); (iii) a Custody Agreement with The Custodial Trust Company, dated September 27, 2004, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 (the “Custodian Agreement”); (iiiiv) a Certificate of Appointment with the American Stock Transfer & Trust Company, dated September 27, 2004 (the “Transfer Agency Agreement”); and (ivv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, 2011 and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004. Collectively, the Advisory Letter Fee Agreement, the Custodian Agreement, the Transfer Agency Agreement Agreement, and the Fund Services Agreement are herein referred to as the “Fund Agreements.” The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-]Xxxxx 00, 201_ 0000 (File Xxxx Nos. 333-[-] 333-201950 and 811-[-]811-21593) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] CF&Co (the “Effective Time”), shall include (i) all documents filed as part thereof or incorporated or deemed to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] CF&Co for use by [-] CF&Co in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]CF&Co, for use by [-]CF&Co, copies of the Base Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. The Base Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System.

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its the Fund’s common stockshares, par value $0.001 par value per share (the “Common Stock”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time having an aggregate offering price of up to time$43,283,467. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment a Management Agreement with KACALPthe Manager dated as of July 31, 2020, a Custodian Services Agreement with The Bank of New York Mellon, dated as of December 12January 1, 20062018, which was assigned to as amended, and a Transfer Agency and Services Agreement between the Adviser on December 31Fund, 2006 (the “Advisory Agreement”); (ii) a Custody Agreement with The Custodial Computershare Inc. and Computershare Trust Company, N.A, dated September 27as of March 14, 20042016, which was assigned and such agreements are herein referred to JPMorgan Chase Bank, N.A. on June 15, 2009 (as the “Management Agreement,” the “Custodian Agreement”); (iii) a Certificate of Appointment with the American Stock Transfer & Trust Company, dated September 27, 2004 (,” and the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004,” respectively. Collectively, the Advisory Management Agreement, the Custodian Agreement, Agreement and the Transfer Agency Agreement and the Fund Services Agreement are herein referred to as the “Fund Agreements.” The Manager has entered into a Subadvisory Agreement with the Subadviser dated July 31, 2020 (the “Subadvisory Agreement”) and the Subadviser has entered into a Subadvisory Agreement (the “Non-U.S. Subadvisory Agreement”, together with the Subadvisory Agreement, the “Subadvisory Agreements”) with Western Asset Management Company Limited, a corporation organized under the laws of England and Wales (the “Non-U.S. Subadviser”, together with the Subadvisor, the “Subadvisers”), dated July 31, 2020. In addition, the Fund has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of shares of the Fund’s common stock shall have their dividends automatically reinvested in additional shares of common stock of the Fund unless they elect to receive such dividends in cash. The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-253996 and 811-[-]811-22369) (the “registration statementOriginal Registration Statement”). Except where , including a base prospectus (“Basic Prospectus”), with respect to the context otherwise requires, Shares and which incorporated by reference documents that the registration statement, as amended at Fund has filed or will file in accordance with the time of such registration statement’s effectiveness for purposes of Section 11 provisions of the Securities ActExchange Act of 1934, as such section applies to [-] amended, and the rules and regulations thereunder (the “Effective TimeExchange Act”)) and the Investment Company Act. The Fund shall prepare one or more supplements to the Basic Prospectus relating to the Shares, shall include (i) including all documents filed as part thereof or incorporated or deemed to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus collectively, the “Prospectus Supplement”), to be filed with the Commission pursuant to Rule 497 424 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof and incorporated by reference therein, including the statement of additional information dated as of May 4, 2021, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 424 under the Securities Act or deemed to be part of such registration statement pursuant to Rule 430B or 430C under the Securities Act is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 424 under the Securities Act, and including all documents incorporated by reference therein, is herein called the “Prospectus.” For purposes of this Agreement, all references Any reference herein to the Registration Statement, the Basic Prospectus, the Prospectus or to any amendment or supplement thereto thereto, including the Prospectus Supplement, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any copy filed reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission pursuant to its Electronic Data Gathering Analysis the Securities Act, the Exchange Act and Retrieval System.the Investment Company Act, as applicable, deemed to be

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its up to ten million seven hundred thousand (10,700,000) of the Fund’s common stockshares of beneficial interest, $0.001 par value $0.00001 per share (the “Common StockShares”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALP, the Manager dated as of December 12July 16, 20062003, which was assigned to the Adviser on December 31, 2006 (the “Advisory Agreement”); (ii) a Custody Custodian Agreement with The Custodial Trust CompanyXxxxx Brothers Xxxxxxxx & Co. (“BBH”) dated as of July 16, 2003, an Accounting Agency Agreement with BBH dated September 27as of July 16, 20042003, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 (the “Custodian Agreement”); (iii) and a Certificate of Appointment Transfer Agency Services Agreement with the American Stock Transfer & Trust Company, LLC (“AST”) dated as of September 2717, 2004 (2012, and such agreements are herein referred to as the “Management Agreement,” the “Custodian Agreement,” the “Accounting Agency Agreement” and the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004,” respectively. Collectively, the Advisory Management Agreement, the Custodian Agreement, the Transfer Accounting Agency Agreement and the Fund Services Transfer Agency Agreement are herein referred to as the “Fund Agreements.” The Manager has entered into a Portfolio Management Agreement with Allianz Global Investors Capital LLC (successor to the investment advisory business of Xxxxxxxx-Xxxxxxxxx Capital Management LLC (“NACM”)) (the “Subadviser” and, together with the Manager, the “Investment Advisers”) dated July 16, 2003, as novated from NACM to the Subadviser on August 25, 2010 (the “Portfolio Management Agreement”). In addition, the Fund has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which applicable holders of shares of the Fund’s common stock shall have their dividends automatically reinvested in additional shares of common stock of the Fund unless they elect to receive such dividends in cash. The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-184077 and 811-[-]811-21284) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective TimeOriginal Registration Statement”), including a base prospectus (“Basic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act. The Fund shall furnish to Xxxxx, for use by Xxxxx, copies of the Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”)Shares. Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, including the Fund’s Statement of Additional Information, and including any information contained in the form in which it has Prospectus Supplement most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in Act is herein called the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. “Registration Statement.” The Fund shall furnish to [-], for use by [-], copies of the Base Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem (“XXXXX”).

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its up to three million three hundred thousand (3,300,000) shares of the Fund’s common stock, $0.001 0.01 par value per share (the “Common StockShares”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, Fund and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALPthe Investment Manager dated March 8, dated as of December 12, 2006, which was assigned to the Adviser on December 31, 2006 2004 (the “Management Agreement”), an Investment Advisory Agreement with the Investment Manager and the Investment Adviser dated March 8, 2004 (the “Investment Advisory Agreement”); , a Custodian Contract, as amended, with State Street Bank and Trust Company (ii“State Street”) a Custody Agreement with The Custodial Trust Companydated November 25, dated September 271985, 2004, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 as amended (the “Custodian AgreementContract”); (iii) , a Certificate of Appointment Transfer Agency and Service Agreement with the American Stock Transfer & Computershare Trust Company, N.A. and Computershare, Inc. (“Computershare”) dated September 27July 23, 2004 2010 (the “Transfer Agency Agreement”); (iv) a Fund Services , and an Administration Agreement with Ultimus Fund SolutionsAberdeen Asset Management Inc. dated September 30, LLC (“Ultimus”)2004, dated November 15, 2013 as amended (the “Fund Services Administration Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004. Collectively, the Management Agreement, the Investment Advisory Agreement, the Custodian AgreementContract, the Transfer Agency Agreement and the Fund Services Administration Agreement are herein referred to as the “Fund Agreements.” The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] and 811-[-]) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective Time”), shall include (i) all documents filed as part thereof or incorporated or deemed to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-], for use by [-], copies of the Base Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. The Base Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System.

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its up to 1,600,000 shares of the Fund’s common stock, $0.001 par value per share (the “Common StockShares”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, Fund and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Advisory Agreement with KACALP, dated as of December 12, 2006, which was assigned to the Adviser on December 31dated July 1, 2006 2009 (the “Advisory Agreement”); (ii) a Custody , an Investment Sub-Advisory Agreement with The Custodial Trust Company, the Adviser and the Sub-Adviser dated September 27, 2004, which was assigned to JPMorgan Chase Bank, N.A. on June 15July 1, 2009 (the “Custodian Sub-Advisory Agreement”); , a Custodian Contract, as amended, with Xxxxx Brothers Xxxxxxxx & Co. dated June 14, 1995, as amended (iii) the “Custodian Contract”), a Certificate of Appointment with the American Stock Transfer & Agency Agreement, as amended, with Computershare Trust Company, N.A. dated September 27March 1, 2004 2003, as amended (the “Transfer Agency Agreement”); (iv) a Fund Services , an Administration Agreement with Ultimus Fund SolutionsXxxxx Brothers Xxxxxxxx & Co. dated August 1, LLC (“Ultimus”), dated November 15, 2013 2008 (the “Fund Services Administration Agreement”), which replaced (a) the a Chilean Administration Agreement with Ultimusdated November 4, dated as of February 28, 20091997, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004“Chilean Sub-Administration Agreement”). Collectively, the Advisory Agreement, the Sub-Advisory Agreement, the Custodian AgreementContract, the Transfer Agency Agreement, the Administration Agreement and the Fund Services Chilean Sub-Administration Agreement are herein referred to as the “Fund Agreements.” In addition, the Computershare Trust Company, N.A. sponsors and administers a Dividend Reinvestment and Direct Stock Purchase Plan (the “Dividend Reinvestment and Direct Stock Purchase Plan”) pursuant to which the holders of Shares shall have their dividends automatically reinvested in additional shares of the Fund’s common stock, unless they elect to receive dividends in cash, and may make additional voluntary cash payments to purchase additional common shares (for purchases and reinvestment purposes, shares acquired through the Dividend Reinvestment and Cash Purchase Plan are purchased in the open market at the current share price and cannot be issued directly by the Fund). The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-172627 and 811-[-]811-05770) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective TimeOriginal Registration Statement”), including a base prospectus (“Basic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Interactive Data Electronic Data Gathering Analysis Application database. For purposes of this Agreement, all references to the Registration Statement, unless otherwise noted and Retrieval Systemexcept as the context otherwise requires, shall be deemed to include any and all amendments thereto.

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may sell through [-]CF&Co, acting as agent and/or principal, its common stock, $0.001 par value per share (the “Common Stock”), having an aggregate sale price of up to $[-] 50,000,000 (the “Shares”) as the Fund and [-] CF&Co shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Shares issued by the Fund, and sold through [-] CF&Co under this Agreement, shall be the sole responsibility of the Fund, and [-] CF&Co shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALP, dated as of December 12, 2006, which was assigned to the Adviser on December 31, 2006 (the “Advisory Agreement”); (ii) a Letter Agreement dated December 11, 2014 was renewed on March 30, 2017, with the Adviser relating to Waiver of Certain Fees under the Advisory Agreement and amending and extending the fee waiver agreement with the Advisor through March 31, 2018 (the “Advisory Letter Fee Agreement”); (iii) a Custody Agreement with The Custodial Trust Company, dated September 27, 2004, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 (the “Custodian Agreement”); (iiiiv) a Certificate of Appointment with the American Stock Transfer & Trust Company, dated September 27, 2004 (the “Transfer Agency Agreement”); and (ivv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, 2011 and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004. Collectively, the Advisory Letter Fee Agreement, the Custodian Agreement, the Transfer Agency Agreement Agreement, and the Fund Services Agreement are herein referred to as the “Fund Agreements.” The Fund has filedfiled with the Commission, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-]July 12, 201_ 2017 and declared effective on July 12, 2017 (File Nos. 333-[-] 333-217551 and 811-[-]811-21593) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] CF&Co (the “Effective Time”), shall include (i) all documents filed as part thereof or incorporated or deemed to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] CF&Co for use by [-] CF&Co in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]CF&Co, for use by [-]CF&Co, copies of the Base Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. The Base Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System.

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its up to three million two hundred fifty thousand (3,250,000) shares of the Fund’s common stock, $0.001 0.01 par value per share (the “Common StockShares”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, Fund and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALPthe Investment Manager dated March 8, dated as of December 12, 2006, which was assigned to the Adviser on December 31, 2006 2004 (the “Management Agreement”), an Investment Advisory Agreement with the Investment Manager and the Investment Adviser dated March 8, 2004 (the “Investment Advisory Agreement”); , a Custodian Contract, as amended, with State Street Bank and Trust Company (ii“State Street”) a Custody Agreement with The Custodial Trust Companydated November 25, dated September 271985, 2004, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 as amended (the “Custodian AgreementContract”); (iii) , a Certificate of Appointment Transfer Agency and Service Agreement with the American Stock Transfer & Computershare Trust Company, N.A. and Computershare, Inc. (“Computershare”) dated September 27July 23, 2004 2010 (the “Transfer Agency Agreement”); (iv) a Fund Services , and an Administration Agreement with Ultimus Fund SolutionsAberdeen Asset Management Inc. dated September 30, LLC (“Ultimus”)2004, dated November 15, 2013 as amended (the “Fund Services Administration Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004. Collectively, the Management Agreement, the Investment Advisory Agreement, the Custodian AgreementContract, the Transfer Agency Agreement and the Fund Services Administration Agreement are herein referred to as the “Fund Agreements.” In addition, Computershare sponsors and administers a dividend reinvestment and direct stock purchase plan (the “Dividend Reinvestment and Direct Stock Purchase Plan”) pursuant to which the holders of Shares shall have their dividends automatically reinvested in additional shares of the Fund’s common stock unless they elect to receive such dividends in cash, and may make additional voluntary cash payments to purchase additional common shares. The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-190632 and 811-[-]811-04438) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective TimeOriginal Registration Statement”), including a base prospectus (“Basic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Interactive Data Electronic Data Gathering Analysis Application database. For purposes of this Agreement, all references to the Registration Statement, unless otherwise noted and Retrieval Systemexcept as the context otherwise requires, shall be deemed to include any and all amendments thereto.

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its the Fund’s common stockshares of beneficial interest, $0.001 par value $0.00001 per share (the “Common StockShares”); provided, having an aggregate sale price however, that in no event shall the Fund issue or sell through Xxxxx such number of up Shares that (a) exceeds the number of shares or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to $[-] which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (defined below) (the lesser of (a) or (b) the “SharesMaximum Amount”) as the Fund and [-] shall mutually agree from time to time). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALP, the Manager dated as of December 12September 5, 20062014, which was assigned to the Adviser on December 31, 2006 (the “Advisory Agreement”); (ii) a Custody Custodian Agreement with The Custodial State Street Bank and Trust CompanyCompany (“State Street”) dated as of April 16, 2012, as amended September 5, 2014, a Support Services Agreement with PIMCO Investments LLC (“PI”) dated as of April 4, 2012, as amended May 23, 2012, January 4, 2013 and September 275, 20042014, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 (the “Custodian Agreement”); (iii) and a Certificate of Appointment Transfer Agency Services Agreement with the American Stock Transfer & Trust Company, LLC (“AST”) dated September 27as of April 19, 2004 (2016, and such agreements are herein referred to as the “Management Agreement,” the “Custodian Agreement,” the “Support Services Agreement” and the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004,” respectively. Collectively, the Advisory Management Agreement, the Custodian Agreement, the Transfer Agency Support Services Agreement and the Fund Services Transfer Agency Agreement are herein referred to as the “Fund Agreements.” The In addition, the Fund has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which the applicable holders of Shares shall have their dividends automatically reinvested in additional Shares of the Fund unless they elect to receive such dividends in cash. (a) has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-227489 and 811-[-]811-22673) (the “registration statementOriginal Registration Statement”). Except where ) and (b) may file, in accordance with the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 provisions of the Securities Act and the Investment Company Act, as such section applies to [-] with the Commission one or more subsequent registration statements on Form N-2, including, in each case, a base prospectus (the “Effective TimeBasic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, including the Fund’s Statement of Additional Information, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act or any subsequent registration statement on Form N-2, as amended when it becomes effective, including all documents filed as a part thereof, (i) filed pursuant to Rule 415(a)(6) under the Securities Act by the Fund with respect to any securities registered pursuant to the Original Registration Statement, including any Placement Shares, as a result of the end of the three-year period described in Rule 415(a)(5) under the Securities Act or (ii) to register any additional Shares to be issued and sold under this Agreement, is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem (“XXXXX”). For purposes of this Agreement, all references to the Registration Statement, unless otherwise noted and except as the context otherwise requires, shall be deemed to include any and all amendments thereto filed with the Commission.

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its up to six million six hundred thousand (6,600,000) of the Fund’s common stockshares of beneficial interest, $0.001 no par value per share (the “Common StockShares”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALP, the Adviser dated as of December 12June 17, 20062002, which was assigned to the Adviser on December 31, 2006 (the “Advisory Agreement”); (ii) a Custody Agreement with The Custodial Trust CompanyBank of New York dated as of June 15, 2007, (iii) a Foreign Custody Agreement with The Bank of New York dated September 27as of June 15, 2007, (iv) a Stock Transfer Agency Agreement with The Bank of New York dated as of June 15, 2007, (v) an Amended and Restated Financial Accounting Services Agreement with the Adviser dated as of December 13, 2004, which was assigned to JPMorgan Chase Bank, N.A. on June and (vi) a Master Services Agreement with State Street Bank and Trust Company dated as of March 15, 2009 (2004, as effective with respect to the Fund as of October 21, 2004 and such agreements are herein referred to as the “Advisory Agreement,” the “Custodian Agreement”); (iii) a Certificate of Appointment with , the American Stock Transfer & Trust Company, dated September 27, 2004 (“Foreign Custody Agreement,” the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (,” the “Fund Services Accounting Agreement”), which replaced (a) ” and the “Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004Agreement,” respectively. Collectively, the Advisory Agreement, the Custodian Agreement, the Foreign Custody Agreement, the Transfer Agency Agreement, the Accounting Agreement and the Fund Services Administration Agreement are herein referred to as the “Fund Agreements. In addition, the Fund has adopted a dividend reinvestment plan pursuant to which holders of Shares shall have their dividends automatically reinvested in additional Shares unless they elect to receive such dividends in cash, and such plan is herein referred to as the “Dividend Reinvestment Plan.” The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-146945 and 811-[-]811-21080) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective TimeOriginal Registration Statement”), including a base prospectus (“Basic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem (“XXXXX”).

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its up to three million (3,000,000) of the Fund’s common stockshares, par value $0.001 par value per share (the “Common StockShares”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALP, the Manager dated as of December 12June 26, 20062012, which was assigned to the Adviser on December 31, 2006 (the “Advisory Agreement”); (ii) a Custody Custodian Services Agreement with The Custodial State Street Bank and Trust CompanyCompany dated as of October 5, dated September 272012 as amended as of June 21, 2004, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 (2013 and a Transfer Agency and Services Agreement between the “Custodian Agreement”); (iii) a Certificate of Appointment with the Fund and American Stock Transfer & Trust CompanyCompany dated as of March 20, dated September 272006, 2004 as amended with effectiveness on June 20, 2012 (such agreements are herein referred to as the “Management Agreement,” the “Custodian Agreement,” and the “Transfer Agency Agreement”,” respectively); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004. Collectively, the Advisory Management Agreement, the Custodian Agreement, Agreement and the Transfer Agency Agreement and the Fund Services Agreement are herein referred to as the “Fund Agreements.” The Manager has entered into a Subadvisory Agreement with the Subadviser dated June 26, 2012 (the “Subadvisory Agreement”). In addition, the Fund has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of shares of the Fund’s common stock shall have their dividends automatically reinvested in additional shares of common stock of the Fund unless they elect to receive such dividends in cash. The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-191067 and 811-[-]811-22693) (the “registration statementOriginal Registration Statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] including a base prospectus (the “Effective TimeBasic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem (“XXXXX”).

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its up to 5,000,000 (FIVE MILLION) of the Fund’s common stockshares, par value $0.001 par value per share (the “Common StockShares”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALP, the Manager dated as of December 12June 21, 20062010, which was assigned to the Adviser on December 31, 2006 (the “Advisory Agreement”); (ii) a Custody Custodian Services Agreement with The Custodial State Street Bank and Trust CompanyCompany dated as of January 1, dated September 272007, 2004, which was assigned to JPMorgan Chase Bank, N.A. as amended on June 159, 2009 (2011 and a Transfer Agency and Services Agreement between the “Custodian Agreement”); (iii) a Certificate of Appointment with the Fund and American Stock Transfer & Trust CompanyCompany dated as of March 20, dated September 272006, 2004 (as amended on June 9, 2011, and such agreements are herein referred to as the “Management Agreement,” the “Custodian Agreement,” and the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004,” respectively. Collectively, the Advisory Management Agreement, the Custodian Agreement, Agreement and the Transfer Agency Agreement and the Fund Services Agreement are herein referred to as the “Fund Agreements.” The Manager has entered into a Subadvisory Agreement with the Subadviser dated June 21, 2010 (the “Subadvisory Agreement”). In addition, the Fund has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of shares of the Fund’s common stock shall have their dividends automatically reinvested in additional shares of common stock of the Fund unless they elect to receive such dividends in cash. The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-178695 and 811-[-]811-22405) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective TimeOriginal Registration Statement”), including a base prospectus (“Basic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem (“XXXXX”).

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its up to seven and a half million (7,500,000) of the Fund’s common stockshares of beneficial interest, $0.001 no par value per share (the “Common StockShares”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALPthe Adviser dated as of June 17, 2002, (ii) a Master Custodian Agreement with State Street Bank and Trust Company dated as of September 11, 2009, (iii) a Stock Transfer Agency Agreement with The Bank of New York dated as of June 15, 2007, (iv) an Amended and Restated Financial Accounting Services Agreement with the Adviser dated as of December 1213, 20062004, which was assigned and (v) a Master Services Agreement with State Street Bank and Trust Company dated as of March 15, 2004, as effective with respect to the Adviser on December 31Fund as of October 21, 2006 (2004 and such agreements are herein referred to as the “Advisory Agreement”); (ii) a Custody Agreement with The Custodial Trust Company, dated September 27, 2004, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 (,” the “Custodian Agreement”); (iii) a Certificate of Appointment with the American Stock Transfer & Trust Company, dated September 27, 2004 (the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (,” the “Fund Services Accounting Agreement”), which replaced (a) ” and the “Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004Agreement,” respectively. Collectively, the Advisory Agreement, the Custodian Agreement, the Transfer Agency Agreement, the Accounting Agreement and the Fund Services Administration Agreement are herein referred to as the “Fund Agreements. In addition, the Fund has adopted a dividend reinvestment plan pursuant to which holders of Shares shall have their dividends automatically reinvested in additional Shares unless they elect to receive such dividends in cash, and such plan is herein referred to as the “Dividend Reinvestment Plan.” The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-173767 and 811-[-]811-21080) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective TimeOriginal Registration Statement”), including a base prospectus (“Basic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem (“XXXXX”).

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may sell through [-]CF&Co, acting as agent and/or principal, its common stock, $0.001 par value per share (the “Common Stock”), having an aggregate sale price of up to $[-] 200,000,000 (the “Shares”) as the Fund and [-] CF&Co shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Shares issued by the Fund, and sold through [-] CF&Co under this Agreement, shall be the sole responsibility of the Fund, and [-] CF&Co shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALP, dated as of December 12, 2006, which was assigned to the Adviser on December 31, 2006 (the “Advisory Agreement”)2006; (ii) a Custody Agreement with The Custodial Trust Company, dated September 27, 2004, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 (the “Custodian Agreement”)2009; (iii) a Certificate of Appointment with the American Stock Transfer & Trust Company, dated September 27, 2004 (the “Transfer Agency Agreement”)2004; (iv) a Fund Services an Administration Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, ; and (bv) the a Fund Accounting Agreement with Ultimus, dated September 27, 2004; and such agreements are herein referred to as the “Advisory Agreement,” the “Custodian Agreement,” the “Transfer Agency Agreement,” “Administration Agreement,” and “Accounting Agreement,” respectively. Collectively, the Advisory Agreement, the Custodian Agreement, the Transfer Agency Agreement, the Administration Agreement and the Fund Services Accounting Agreement are herein referred to as the “Fund Agreements.” The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-]March 4, 201_ 2013 (File Nos. 333-[-] 333-183599 and 811-[-]811-21593) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] CF&Co (the “Effective Time”), shall include (i) all documents filed as part thereof or incorporated or deemed to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] CF&Co for use by [-] CF&Co in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]CF&Co, for use by [-]CF&Co, copies of the Base Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. The Base Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System.

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its up to six million two hundred thirty two thousand one hundred sixty seven (6,232,167) of the Fund’s common stockshares of beneficial interest, $0.001 no par value per share (the “Common StockShares”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALPthe Adviser dated as of May 1, 2003, (ii) a Master Custodian Agreement with State Street Bank and Trust Company dated as of September 11, 2009, (iii) a Stock Transfer Agency Agreement with The Bank of New York dated as of June 15, 2007, (iv) an Amended and Restated Financial Accounting Services Agreement with the Adviser dated as of December 1213, 20062004, which was assigned and (v) a Master Services Agreement with State Street Bank and Trust Company dated as of March 15, 2004, as effective with respect to the Adviser on December 31Fund as of October 21, 2006 (2004 and such agreements are herein referred to as the “Advisory Agreement”); (ii) a Custody Agreement with The Custodial Trust Company, dated September 27, 2004, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 (,” the “Custodian Agreement”); (iii) a Certificate of Appointment with the American Stock Transfer & Trust Company, dated September 27, 2004 (the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (,” the “Fund Services Accounting Agreement”), which replaced (a) ” and the “Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004Agreement,” respectively. Collectively, the Advisory Agreement, the Custodian Agreement, the Transfer Agency Agreement, the Accounting Agreement and the Fund Services Administration Agreement are herein referred to as the “Fund Agreements. In addition, the Fund has adopted a dividend reinvestment plan pursuant to which holders of Shares shall have their dividends automatically reinvested in additional common shares of beneficial interest unless they elect to receive such dividends in cash, and such plan is herein referred to as the “Dividend Reinvestment Plan.” The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-205640 and 811-[-]811-21319) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective TimeOriginal Registration Statement”), including a base prospectus (“Basic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus Supplement most recently filed with the Commission pursuant to Rule 497 under the Securities Act is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem (“XXXXX”).

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its the Fund’s common stockshares, par value $0.001 par value per share (the “Common Stock”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time having an aggregate offering price of up to time$75,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment a Management Agreement with KACALPthe Manager dated as of July 31, 2020, a Custodian Services Agreement with The Bank of New York Mellon, dated as of December 12January 1, 20062018, which was assigned to as amended, and a Transfer Agency and Services Agreement between the Adviser on December 31Fund, 2006 (the “Advisory Agreement”); (ii) a Custody Agreement with The Custodial Computershare Inc. and Computershare Trust Company, N.A, dated September 27as of March 14, 20042016, which was assigned and such agreements are herein referred to JPMorgan Chase Bank, N.A. on June 15, 2009 (as the “Management Agreement,” the “Custodian Agreement”); (iii) a Certificate of Appointment with the American Stock Transfer & Trust Company, dated September 27, 2004 (,” and the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004,” respectively. Collectively, the Advisory Management Agreement, the Custodian Agreement, Agreement and the Transfer Agency Agreement and the Fund Services Agreement are herein referred to as the “Fund Agreements.” The Manager has entered into a Subadvisory Agreement with the Subadviser dated July 31, 2020 (the “Subadvisory Agreement”) and the Subadviser has entered into a Subadvisory Agreement (the “Non-U.S. Subadvisory Agreement”, together with the Subadvisory Agreement, the “Subadvisory Agreements”) with Western Asset Management Company Limited, a corporation organized under the laws of England and Wales (the “Non-U.S. Subadviser”, together with the Subadvisor, the “Subadvisers”), dated July 31, 2020. In addition, the Fund has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of shares of the Fund’s common stock shall have their dividends automatically reinvested in additional shares of the Fund’s common stock unless they elect to receive such dividends in cash. The Fund (a) has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-279051 and 811-[-]811-22369) (the “Original Registration Statement”) and (b) may file, in accordance with the provisions of the Securities Act and the Investment Company Act, with the Commission one or more subsequent registration statementstatements on Form N-2, including, in each case, a base prospectus with respect to the Shares and which incorporates by reference certain documents that the Fund has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) and the Investment Company Act (the “Basic Prospectus”). Except where The Fund shall prepare one or more supplements to the context otherwise requiresBasic Prospectus relating to the Shares, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective Time”), shall include (i) including all documents filed as part thereof or incorporated or deemed to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus therein, to be filed with the Commission pursuant to Rule 497 424 under the Securities ActAct (collectively, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement”). The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof and/or incorporated by reference therein, including the statement of additional information, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 424 under the Securities Act or deemed to be part of such registration statement pursuant to Rule 430B or Rule 430C of the Securities Act, or any subsequent registration statement on Form N-2, as amended when it becomes effective, including all documents filed as a part thereof and/or incorporated by reference therein and including any information deemed to be part of such registration statement pursuant to Rule 430B or Rule 430C of the Securities Act, (i) filed pursuant to Rule 415(a)(6) under the Securities Act by the Fund with respect to any securities registered pursuant to the Original Registration Statement, including any Placement Shares (as defined below), as a result of the end of the three-year period described in Rule 415(a)(5) under the Securities Act or (ii) to register any additional Shares to be issued and sold under this Agreement is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 424 under the Securities Act, and in each case including all documents incorporated by reference therein, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Basic Prospectus, the Prospectus or any amendment or supplement thereto, including the Prospectus Supplement, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission pursuant to the Securities Act, the Exchange Act and the Investment Company Act, as applicable, deemed to be incorporated by reference therein (collectively, the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem (“XXXXX”). For purposes of this Agreement, all references to the Registration Statement, unless otherwise noted and except as the context otherwise requires, should be deemed to include any and all amendments thereto filed with the Commission.

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its the Fund’s common stockshares of beneficial interest, $0.001 par value $0.00001 per share (the “Common StockShares”); provided, having an aggregate sale price however, that in no event shall the Fund issue or sell through Xxxxx such number of up Shares that (a) exceeds the number of shares or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to $[-] which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (defined below) (the lesser of (a) or (b) the “SharesMaximum Amount”) as the Fund and [-] shall mutually agree from time to time). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALP, the Manager dated as of December 12September 5, 20062014, which was assigned to the Adviser on December 31, 2006 (the “Advisory Agreement”); (ii) a Custody Custodian Agreement with The Custodial State Street Bank and Trust CompanyCompany dated as of April 16, 2012, as amended September 5, 2014, a Support Services Agreement with PIMCO Investments LLC dated as of April 4, 2012, as amended May 23, 2012, January 4, 2013 and September 275, 20042014, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 (the “Custodian Agreement”); (iii) and a Certificate of Appointment Transfer Agency and Registrar Services Agreement with the American Stock Transfer & Trust Company, LLC dated September 27as of April 19, 2004 (2016, and such agreements are herein referred to as the “Management Agreement,” the “Custodian Agreement,” the “Support Services Agreement” and the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004,” respectively. Collectively, the Advisory Management Agreement, the Custodian Agreement, the Transfer Agency Support Services Agreement and the Fund Services Transfer Agency Agreement are herein referred to as the “Fund Agreements.” The In addition, the Fund has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which the applicable holders of Shares shall have their dividends automatically reinvested in additional Shares of the Fund unless they elect to receive such dividends in cash. (a) has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-333-[●] and 811-[-]811-22673) (the “Original Registration Statement”) and (b) may file, in accordance with the provisions of the Securities Act and the Investment Company Act, with the Commission one or more subsequent registration statementstatements on Form N-2, including, in each case, a base prospectus with respect to the Shares and which incorporates by reference certain documents that the Fund has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) and the Investment Company Act (the “Basic Prospectus”). Except where The Fund shall prepare one or more supplements relating to the context otherwise requiresShares to the Basic Prospectus, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective Time”), shall include (i) including all documents filed as part thereof or incorporated or deemed to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus therein, to be filed with the Commission pursuant to Rule 497 424, under the Securities ActAct (collectively, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement”). The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, including the Fund’s Statement of Additional Information, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 424 under the Securities Act or deemed to be part of such registration statement pursuant to Rule 430B or Rule 430C of the Securities Act, or any subsequent registration statement on Form N-2, as amended when it becomes effective, including all documents filed as a part thereof or incorporated by reference therein and including any information deemed to be part of such registration statement pursuant to Rule 430B or Rule 430C of the Securities Act, (i) filed pursuant to Rule 415(a)(6) under the Securities Act by the Fund with respect to any securities registered pursuant to the Original Registration Statement, including any Placement Shares (as defined below), as a result of the end of the three-year period described in Rule 415(a)(5) under the Securities Act or (ii) to register any additional Shares to be issued and sold under this Agreement, is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 424 under the Securities Act, and in each case including all documents incorporated by reference therein, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission pursuant to the Securities Act, the Exchange Act and the Investment Company Act, as applicable, deemed to be incorporated by reference therein (collectively, the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus, Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or any successor thereto (collectively, “XXXXX”). For purposes of this Agreement, all references to the Registration Statement, unless otherwise noted and except as the context otherwise requires, are deemed to include any and all amendments thereto filed with the Commission.

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its up to ten million (10,000,000) shares of the Fund’s common stockshares of beneficial interest, $0.001 par value per share (the “Common StockShares”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, Fund and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Amended and Restated Investment Management Advisory Agreement with KACALPthe Investment Adviser dated March 23, dated 2001, as of amended and restated on May 3, 2004, February 14, 2005, December 121, 2006, which was assigned to the Adviser on December 31November 16, 2006 2011 and August 14, 2012 (the “Investment Advisory Agreement”); (ii) , a Custody Custodian Agreement with The Custodial State Street Bank and Trust CompanyCompany (“State Street”) dated October 20, dated September 27, 2004, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 2000 (the “Custodian Agreement”); (iii) , a Certificate of Appointment Registrar, Transfer Agency and Service Agreement with the American Stock Transfer & EquiServ, Inc., as predecessor to Computershare Trust Company, N.A. (“Computershare”) dated September 27August 1, 2004 2003 (the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the and an Administration Agreement with UltimusState Street dated June 7, dated as of February 28, 20092002, as amended on December 12November 1, 2011, and 2011 (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004“Administration Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Transfer Agency Agreement and the Fund Services Administration Agreement are herein referred to as the “Fund Agreements.” In addition, the Fund has adopted a dividend reinvestment plan (the “Dividend Reinvestment and Cash Purchase Plan”) pursuant to which the holders of Shares shall have their dividends automatically reinvested in additional common shares of beneficial interest of the Fund unless they elect to receive such dividends in cash. The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-183901 and 811-[-]811-8777) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective TimeOriginal Registration Statement”), including a base prospectus (“Basic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Interactive Data Electronic Data Gathering Analysis Application database. For purposes of this Agreement, all references to the Registration Statement, unless otherwise noted and Retrieval Systemexcept as the context otherwise requires, shall be deemed to include any and all amendments thereto.

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its up to nine million six hundred thousand (9,600,000) of the Fund’s common stockshares of beneficial interest, $0.001 par value $0.00001 per share (the “Common StockShares”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALP, the Manager dated as of December 12July 16, 20062003, which was assigned to the Adviser on December 31, 2006 (the “Advisory Agreement”); (ii) a Custody Custodian Agreement with The Custodial Trust CompanyXxxxx Brothers Xxxxxxxx & Co. (“BBH”) dated as of July 16, 2003, an Accounting Agency Agreement with BBH dated September 27as of July 16, 20042003, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 (the “Custodian Agreement”); (iii) and a Certificate of Appointment Transfer Agency Services Agreement with the American Stock Transfer & Trust Company, LLC (“AST”) dated as of September 2717, 2004 (2012, and such agreements are herein referred to as the “Management Agreement,” the “Custodian Agreement,” the “Accounting Agency Agreement” and the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004,” respectively. Collectively, the Advisory Management Agreement, the Custodian Agreement, the Transfer Accounting Agency Agreement and the Fund Services Transfer Agency Agreement are herein referred to as the “Fund Agreements.” The Manager has entered into a Portfolio Management Agreement with Allianz Global Investors Capital LLC (successor to the investment advisory business of Xxxxxxxx-Xxxxxxxxx Capital Management LLC (“NACM”)) (the “Subadviser” and, together with the Manager, the “Investment Advisers”) dated July 16, 2003, as novated from NACM to the Subadviser on August 25, 2010 (the “Portfolio Management Agreement”). In addition, the Fund has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which applicable holders of shares of the Fund’s common stock shall have their dividends automatically reinvested in additional shares of common stock of the Fund unless they elect to receive such dividends in cash. The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-184231 and 811-[-]811-21338) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective TimeOriginal Registration Statement”), including a base prospectus (“Basic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act. The Fund shall furnish to Xxxxx, for use by Xxxxx, copies of the Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”)Shares. Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, including the Fund’s Statement of Additional Information, and including any information contained in the form in which it has Prospectus Supplement most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in Act is herein called the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. “Registration Statement.” The Fund shall furnish to [-], for use by [-], copies of the Base Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem (“XXXXX”).

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its up to three million of the Fund’s common stockshares of beneficial interest, $0.001 par value $0.00001 per share (the “Common StockShares”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALP, the Manager dated as of December 12September 5, 20062014, which was assigned to the Adviser on December 31, 2006 (the “Advisory Agreement”); (ii) a Custody Custodian Agreement with The Custodial State Street Bank and Trust CompanyCompany (“State Street”) dated as of November 13, 2007, as amended September 5, 2014, a Support Services Agreement with PIMCO Investments LLC (“PI”) dated as of April 4, 2012, as amended May 23, 2012, January 4, 2013 and September 275, 20042014, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 (the “Custodian Agreement”); (iii) and a Certificate of Appointment Transfer Agency Services Agreement with the American Stock Transfer & Trust Company, LLC (“AST”) dated September 27as of April 19, 2004 (2016, and such agreements are herein referred to as the “Management Agreement,” the “Custodian Agreement,” the “Support Services Agreement” and the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004,” respectively. Collectively, the Advisory Management Agreement, the Custodian Agreement, the Transfer Agency Support Services Agreement and the Fund Services Transfer Agency Agreement are herein referred to as the “Fund Agreements.” In addition, the Fund has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which the applicable holders of Shares shall have their dividends automatically reinvested in additional Shares of the Fund unless they elect to receive such dividends in cash. The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-217471 and 811-[-]811-22121) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective TimeOriginal Registration Statement”), including a base prospectus (“Basic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, including the Fund’s Statement of Additional Information, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem (“XXXXX”). For purposes of this Agreement, all references to the Registration Statement, unless otherwise noted and except as the context otherwise requires, shall be deemed to include any and all amendments thereto filed with the Commission.

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its the Fund’s common stockshares of beneficial interest, $0.001 par value $0.00001 per share (the “Common StockShares”); provided, having an aggregate sale price however, that in no event shall the Fund issue or sell through Xxxxx such number of up Shares that (a) exceeds the number of shares or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to $[-] which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (defined below) (the lesser of (a) or (b) the “SharesMaximum Amount”) as the Fund and [-] shall mutually agree from time to time). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALP, the Manager dated as of December 12September 5, 20062014, which was assigned to the Adviser on December 31, 2006 (the “Advisory Agreement”); (ii) a Custody Custodian Agreement with The Custodial State Street Bank and Trust CompanyCompany (“State Street”) dated as of November 13, 2007, as amended September 5, 2014, a Support Services Agreement with PIMCO Investments LLC (“PI”) dated as of April 4, 2012, as amended May 23, 2012, January 4, 2013 and September 275, 20042014, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 (the “Custodian Agreement”); (iii) and a Certificate of Appointment Transfer Agency Services Agreement with the American Stock Transfer & Trust Company, LLC (“AST”) dated September 27as of April 19, 2004 (2016, and such agreements are herein referred to as the “Management Agreement,” the “Custodian Agreement,” the “Support Services Agreement” and the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004,” respectively. Collectively, the Advisory Management Agreement, the Custodian Agreement, the Transfer Agency Support Services Agreement and the Fund Services Transfer Agency Agreement are herein referred to as the “Fund Agreements.” The In addition, the Fund has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which the applicable holders of Shares shall have their dividends automatically reinvested in additional Shares of the Fund unless they elect to receive such dividends in cash. (a) has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-217471 and 811-[-]811-22121) (the “registration statementOriginal Registration Statement”). Except where ) and (b) may file, in accordance with the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 provisions of the Securities Act and the Investment Company Act, as such section applies to [-] with the Commission one or more subsequent registration statements on Form N-2, including, in each case, a base prospectus (the “Effective TimeBasic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, including the Fund’s Statement of Additional Information, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act or any subsequent registration statement on Form N-2, as amended when it becomes effective, including all documents filed as a part thereof, (i) filed pursuant to Rule 415(a)(6) under the Securities Act by the Fund with respect to any securities registered pursuant to the Original Registration Statement, including any Placement Shares, as a result of the end of the three-year period described in Rule 415(a)(5) under the Securities Act or (ii) to register any additional Shares to be issued and sold under this Agreement, is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem (“XXXXX”). For purposes of this Agreement, all references to the Registration Statement, unless otherwise noted and except as the context otherwise requires, shall be deemed to include any and all amendments thereto filed with the Commission.

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its the Fund’s common stockshares of beneficial interest, $0.001 par value $0.00001 per share (the “Common StockShares”); provided, having an aggregate sale price however, that in no event shall the Fund issue or sell through Xxxxx such number of up Shares that (a) exceeds the number of shares or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to $[-] which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (defined below) (the lesser of (a) or (b) the “SharesMaximum Amount”) as the Fund and [-] shall mutually agree from time to time). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALPthe Manager dated as of September 5, 2014, as amended March 25, 2022, a Custody and Investment Accounting Agreement with State Street Bank and Trust Company dated as of June 28, 2002, an Amended and Restated Support Services Agreement with PIMCO Investments LLC dated as of December 129, 20062021, which was assigned to the Adviser on December 31, 2006 (the “Advisory Agreement”); (ii) and a Custody Transfer Agency Services Agreement with The Custodial Trust Company, dated September 27, 2004, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 (the “Custodian Agreement”); (iii) a Certificate of Appointment with the American Stock Transfer & Trust Company, LLC dated September 27as of April 19, 2004 (2016, as amended December 13, 2018, December 15, 2020 and December 9, 2021, and such agreements are herein referred to as the “Management Agreement,” the “Custodian Agreement,” the “Support Services Agreement” and the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004,” respectively. Collectively, the Advisory Management Agreement, the Custodian Agreement, the Transfer Agency Support Services Agreement and the Fund Services Transfer Agency Agreement are herein referred to as the “Fund Agreements.” The In addition, the Fund has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which the applicable holders of Shares shall have their dividends automatically reinvested in additional Shares of the Fund unless they elect to receive such dividends in cash. (a) has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-333-[•] and 811-[-]811-21076) (the “Original Registration Statement”) and (b) may file, in accordance with the provisions of the Securities Act and the Investment Company Act, with the Commission one or more subsequent registration statementstatements on Form N-2, including, in each case, a base prospectus with respect to the Shares and which incorporates by reference certain documents that the Fund has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) and the Investment Company Act (the “Basic Prospectus”). Except where The Fund shall prepare one or more supplements relating to the context otherwise requiresShares to the Basic Prospectus, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective Time”), shall include (i) including all documents filed as part thereof or incorporated or deemed to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus therein, to be filed with the Commission pursuant to Rule 497 424, under the Securities ActAct (collectively, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement”). The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, including the Fund’s Statement of Additional Information, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 424 under the Securities Act or deemed to be part of such registration statement pursuant to Rule 430B or Rule 430C of the Securities Act, or any subsequent registration statement on Form N-2, as amended when it becomes effective, including all documents filed as a part thereof or incorporated by reference therein and including any information deemed to be part of such registration statement pursuant to Rule 430B or Rule 430C of the Securities Act, (i) filed pursuant to Rule 415(a)(6) under the Securities Act by the Fund with respect to any securities registered pursuant to the Original Registration Statement, including any Placement Shares (as defined below), as a result of the end of the three-year period described in Rule 415(a)(5) under the Securities Act or (ii) to register any additional Shares to be issued and sold under this Agreement, is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 424 under the Securities Act, and in each case including all documents incorporated by reference therein, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission pursuant to the Securities Act, the Exchange Act and the Investment Company Act, as applicable, deemed to be incorporated by reference therein (collectively, the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus, Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or any successor thereto (collectively, “XXXXX”). For purposes of this Agreement, all references to the Registration Statement, unless otherwise noted and except as the context otherwise requires, are deemed to include any and all amendments thereto filed with the Commission.

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its up to fourteen million, five hundred thousand of the Fund’s common stockshares of beneficial interest, $0.001 par value $0.00001 per share (the “Common StockShares”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALPthe Manager dated as of September 5, 2014, a Custodian and Investment Accounting Agreement with State Street Bank and Trust Company (“State Street”) dated as of December 1210, 20062001, which was assigned to the Adviser on December 31as amended September 5, 2006 (the “Advisory Agreement”); (ii) 2014, a Custody Support Services Agreement with The Custodial Trust CompanyPIMCO Investments LLC (“PI”) dated as of April 4, dated 2012, as amended May 23, 2012, January 4, 2013 and September 275, 20042014, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 (the “Custodian Agreement”); (iii) and a Certificate of Appointment Transfer Agency Services Agreement with the American Stock Transfer & Trust Company, LLC (“AST”) dated September 27as of April 19, 2004 (2016, and such agreements are herein referred to as the “Management Agreement,” the “Custodian Agreement,” the “Support Services Agreement” and the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004,” respectively. Collectively, the Advisory Management Agreement, the Custodian Agreement, the Transfer Agency Support Services Agreement and the Fund Services Transfer Agency Agreement are herein referred to as the “Fund Agreements.” In addition, the Fund has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which the applicable holders of Shares shall have their dividends automatically reinvested in additional Shares of the Fund unless they elect to receive such dividends in cash. The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-215581 and 811-[-]811-21238) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective TimeOriginal Registration Statement”), including a base prospectus (“Basic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, including the Fund’s Statement of Additional Information, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem (“XXXXX”). For purposes of this Agreement, all references to the Registration Statement, unless otherwise noted and except as the context otherwise requires, shall be deemed to include any and all amendments thereto filed with the Commission.

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its the Fund’s common stock, $0.001 par value per share (the “Common StockShares”), having an aggregate sale offering price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time to time150,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, Fund and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Amended and Restated Investment Management Advisory Agreement with KACALPthe Investment Adviser dated November 15, dated 2016, as of December 12, 2006, which was assigned amended to the Adviser on December 31, 2006 date (the “Investment Advisory Agreement”); (ii) , a Custody Custodian Agreement with The Custodial State Street Bank and Trust CompanyCompany (“State Street”) dated October 20, dated September 272000, 2004, which was assigned as amended to JPMorgan Chase Bank, N.A. on June 15, 2009 date (the “Custodian Agreement”); (iii) , a Certificate of Appointment Registrar, Transfer Agency and Services Agreement with the American Stock Transfer & EquiServ, Inc., as predecessor to Computershare Trust Company, N.A. (“Computershare”) dated September 27March 1, 2004 2003, as amended to date (the “Transfer Agency Agreement”); (iv) a Fund Services , and an Administration Agreement with Ultimus Fund SolutionsState Street dated June 7, LLC (“Ultimus”)2002, dated November 15, 2013 as amended to date (the “Fund Services Administration Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004. Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Transfer Agency Agreement and the Fund Services Administration Agreement are herein referred to as the “Fund Agreements.” In addition, the Fund has adopted a dividend reinvestment plan (the “Dividend Reinvestment and Cash Purchase Plan”) pursuant to which the holders of Shares shall have their dividends automatically reinvested in additional shares of common stock of the Fund unless they elect to receive such dividends in cash. The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-259294 and 811-[-]811-05012) (the “registration statementOriginal Registration Statement”), including a base prospectus with respect to the Shares and which incorporates by reference documents that the Fund has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), and the Investment Company Act (the “Basic Prospectus”). Except where The Fund shall prepare one or more supplements relating to the context otherwise requiresShares to the Basic Prospectus, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective Time”), shall include (i) including all documents filed as part thereof or incorporated or deemed to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus therein, to be filed with the Commission pursuant to Rule 497 424 under the Securities ActAct (collectively, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement”). The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof and incorporated by reference therein, including the Fund’s Statement of Additional Information, and including any information deemed to be part of such registration statement pursuant to Rule 430B or Rule 430C of the Securities Act is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 424 under the Securities Act, and in each case including all documents incorporated by reference therein, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution, if applicable, hereof of any document with the Commission pursuant to the Securities Act, the Exchange Act and the Investment Company Act, as applicable, deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus, Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to on its Electronic Data Gathering Analysis and Retrieval SystemSystem (“XXXXX”). For purposes of this Agreement, all references to the Registration Statement, unless otherwise noted and except as the context otherwise requires, shall be deemed to include any and all amendments thereto filed with the Commission on XXXXX.

Issuance and Sale of Shares. The Fund agrees thatCompany proposes, from time subject to time during the term of this Agreement, on the terms and subject to the conditions set forth stated herein, it may to issue and sell through [-], acting as agent and/or principal, its to you (the “Underwriter”) an aggregate of [ ] shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value $.001 per share (the “Common Stock”)) and, having an aggregate sale price at the election of the Underwriter, up to $[-[ ] additional shares (the “Optional Shares”) of Common Stock. The Firm Shares and the Optional Shares that the Underwriter elects to purchase pursuant to Section 4 hereof being collectively called the “Shares”) as the Fund and [-] shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Shares issued by the Fund, and sold through [-] under this Agreement, shall be the sole responsibility of the Fund, and [-] shall have no obligation in connection with such compliance). The issuance and sale of Shares to the Shares through [-] Underwriter will be effected pursuant to the Registration Statement (as defined below) filed by the Fund Company and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund Company has entered into (i) an Investment Management Agreement with KACALPinvestment advisory and management agreement, dated as of December 12June 24, 20062004, which was assigned to as renewed on June 15, 2010 by the Adviser on December 31, 2006 Board of Directors (the “Investment Advisory Agreement”); (ii) a Custody Agreement , with the Adviser under the Advisers Act. The Custodial Trust CompanyCompany has entered into an administration agreement, dated September 27as of June 24, 2004, which was assigned to JPMorgan Chase Bank, N.A. as renewed on June 15, 2009 2010 by the Board (the “Custodian Agreement”); (iii) a Certificate of Appointment with the American Stock Transfer & Trust Company, dated September 27, 2004 (the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Administration Agreement”), which replaced (a) with the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004Administrator. Collectively, the Advisory Agreement, the Custodian Agreement, the Transfer Agency Agreement and the Fund Services Agreement are herein referred to as the “Fund Agreements.” The Fund Company has filed, in accordance with pursuant to the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities 1933 Act”), and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File NosNo. 333-[-] 333-170724), which registers the offer and 811-[-]sale of certain securities to be issued from time to time by the Company, including the Shares. The Company filed a Form N-54A “Notification of Election to be Subject to Sections 55 through 65 of the 1940 Act Filed Pursuant to Section 54(a) of the 1940 Act” (File No. 814-00659) with the “Commission on April 16, 2004, under the 1940 Act. The registration statement”). Except where statement as amended, including the context otherwise requiresexhibits and schedules thereto, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Actit became effective and any post-effective amendment thereto, is hereinafter referred to as such section applies to [-] (the “Effective Time”)Registration Statement.” The prospectus, shall include (i) all documents filed in the form it was included in the Registration Statement at the time it was declared effective is hereinafter referred to as part thereof or incorporated or deemed to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a the “Base Prospectus.” The Base Prospectus, together with the preliminary prospectus supplement, dated [ ], 20[ ], filed with the Commission pursuant to Rule 497 under the Securities 1933 Act, is hereinafter referred to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (as the “Registration Statement”). Except where the context otherwise requires, “Base Preliminary Prospectus.” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the The Base Prospectus, relating together with the prospectus supplement to the Shares, be filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution following execution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-], for use by [-], copies of the Base Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. The Base Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called hereinafter referred to as the “Prospectus.” For purposes The Preliminary Prospectus, together with the information set forth on Schedule II hereto is hereinafter referred to collectively as the “Pricing Disclosure Package.” All references in this Agreement to financial statements and schedules and other information which is “contained,” “disclosed,” “included,” “filed as part of” or “stated” in the Registration Statement, the Pricing Disclosure Package or the Prospectus (and all other references of this Agreementlike import) shall be deemed to mean and include all such financial statements and schedules and other information which are or are deemed to be incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Prospectus, Pricing Disclosure Package or to any amendment or supplement thereto the Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be. All references in this Agreement to the Registration Statement, the Pricing Disclosure Package, the Prospectus or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering Gathering, Analysis and Retrieval SystemSystem (“XXXXX”).

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its up to six million five hundred thousand (6,500,000) shares of the Fund’s common stockshares of beneficial interest, $0.001 par value per share (the “Common StockShares”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, Fund and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Amended and Restated Investment Management Advisory Agreement with KACALP, the Investment Adviser dated as of December 12, 2006, which was assigned to the Adviser on December 311, 2006 (the “Investment Advisory Agreement”); (ii) , a Custody Custodian Agreement with The Custodial State Street Bank and Trust CompanyCompany (“State Street”) dated October 20, dated September 27, 2004, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 2000 (the “Custodian Agreement”); (iii) , a Certificate of Appointment Registrar, Transfer Agency and Service Agreement with the American Stock Transfer & EquiServ, Inc., as predecessor to Computershare Trust Company, N.A. (“Computershare”) dated September 27August 1, 2004 2003 (the “Transfer Agency Agreement”); (iv) a Fund Services , and an Administration Agreement with Ultimus Fund SolutionsState Street dated June 7, LLC (“Ultimus”), dated November 15, 2013 2002 (the “Fund Services Administration Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004. Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Transfer Agency Agreement and the Fund Services Administration Agreement are herein referred to as the “Fund Agreements.” In addition, the Fund has adopted a dividend reinvestment plan (the “Dividend Reinvestment and Cash Purchase Plan”) pursuant to which the holders of Shares shall have their dividends automatically reinvested in additional common shares of beneficial interest of the Fund unless they elect to receive such dividends in cash. The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-176860 and 811-[-]811-8777) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective TimeOriginal Registration Statement”), including a base prospectus (“Basic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Interactive Data Electronic Data Gathering Analysis Application database. For purposes of this Agreement, all references to the Registration Statement, unless otherwise noted and Retrieval Systemexcept as the context otherwise requires, shall be deemed to include any and all amendments thereto.

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its up to twenty million (20,000,000) shares of the Fund’s common stockshares of beneficial interest, $0.001 par value per share (the “Common StockShares”), having subject to an aggregate sale offering price of up for the Shares not to exceed $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time to time90,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, Fund and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Amended and Restated Investment Management Advisory Agreement with KACALPthe Investment Adviser dated March 23, dated 2001, as of amended and restated on May 3, 2004, February 14, 2005, December 121, 2006, which was assigned to the Adviser on December 31November 16, 2006 2011, August 14, 2012 and November 15, 2016 (the “Investment Advisory Agreement”); (ii) , a Custody Custodian Agreement with The Custodial State Street Bank and Trust CompanyCompany (“State Street”) dated October 20, dated September 27, 2004, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 2000 (the “Custodian Agreement”); (iii) , a Certificate of Appointment Registrar, Transfer Agency and Service Agreement with the American Stock Transfer & EquiServ, Inc., as predecessor to Computershare Trust Company, N.A. (“Computershare”) dated September 27August 1, 2004 2003 (the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the and an Administration Agreement with UltimusState Street dated June 7, dated as of February 28, 20092002, as amended on December 12November 1, 20112011 and October 9, and 2012 (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004“Administration Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Transfer Agency Agreement and the Fund Services Administration Agreement are herein referred to as the “Fund Agreements.” In addition, the Fund has adopted a dividend reinvestment plan (the “Dividend Reinvestment and Cash Purchase Plan”) pursuant to which the holders of Shares shall have their dividends automatically reinvested in additional common shares of beneficial interest of the Fund unless they elect to receive such dividends in cash. The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-217833 and 811-[-]811-8777) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective TimeOriginal Registration Statement”), including a base prospectus (“Basic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Interactive Data Electronic Data Gathering Analysis Application database. For purposes of this Agreement, all references to the Registration Statement, unless otherwise noted and Retrieval Systemexcept as the context otherwise requires, shall be deemed to include any and all amendments thereto.

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its up to Six Million Five Hundred Thousand (6,500,000) shares of the Fund’s common stock, $0.001 par value per share (the “Common StockShares”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, Fund and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an a Restated Investment Management Advisory Agreement with KACALPthe Investment Adviser dated May 14, dated as of December 12, 2006, which was assigned to the Adviser on December 31, 2006 2001 (the “Investment Advisory Agreement”); (ii) , a Custody Custodian Agreement with The Custodial State Street Bank and Trust CompanyCompany (“State Street”) dated October 20, dated September 272000, 2004as amended on April 26, which was assigned to JPMorgan Chase Bank2001, N.A. on June 15May 16, 2009 2001, November 16, 2005, November 19, 2007 and November 1, 2011 (the “Custodian Agreement”); (iii) , a Certificate of Appointment Registrar, Transfer Agency and Service Agreement with the American Stock Transfer & EquiServ, Inc., as predecessor to Computershare Trust Company, N.A. (“Computershare”) dated March 1, 2003, as amended on September 2730, 2004 2003 and January 1, 2011 (the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the and an Administration Agreement with UltimusState Street dated June 7, dated as of February 28, 20092002, as amended on December 12November 1, 20112011 and October 9, and 2012 (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004“Administration Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Transfer Agency Agreement and the Fund Services Administration Agreement are herein referred to as the “Fund Agreements.” In addition, the Fund has adopted a dividend reinvestment plan (the “Dividend Reinvestment and Cash Purchase Plan”) pursuant to which the holders of Shares shall have their dividends automatically reinvested in additional shares of common stock of the Fund unless they elect to receive such dividends in cash. The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-184589 and 811-[-]811-05012) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective TimeOriginal Registration Statement”), including a base prospectus (“Basic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Interactive Data Electronic Data Gathering Analysis Application database. For purposes of this Agreement, all references to the Registration Statement, unless otherwise noted and Retrieval Systemexcept as the context otherwise requires, shall be deemed to include any and all amendments thereto.

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its up to five million (5,000,000) of the Fund’s common stockshares of beneficial interest, $0.001 no par value per share (the “Common StockShares”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALPthe Adviser dated as of May 1, 2003, (ii) a Master Custodian Agreement with State Street Bank and Trust Company dated as of September 11, 2009, (iii) a Stock Transfer Agency Agreement with The Bank of New York dated as of June 15, 2007, (iv) an Amended and Restated Financial Accounting Services Agreement with the Adviser dated as of December 1213, 20062004, which was assigned and (v) a Master Services Agreement with State Street Bank and Trust Company dated as of March 15, 2004, as effective with respect to the Adviser on December 31Fund as of October 21, 2006 (2004 and such agreements are herein referred to as the “Advisory Agreement”); (ii) a Custody Agreement with The Custodial Trust Company, dated September 27, 2004, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 (,” the “Custodian Agreement”); (iii) a Certificate of Appointment with the American Stock Transfer & Trust Company, dated September 27, 2004 (the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (,” the “Fund Accounting Agreement” and the “Master Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004,” respectively. Collectively, the Advisory Agreement, the Custodian Agreement, the Transfer Agency Agreement, the Accounting Agreement and the Fund Master Services Agreement are herein referred to as the “Fund Agreements.” In addition, the Fund has adopted a dividend reinvestment plan pursuant to which holders of Shares shall have their dividends automatically reinvested in additional Shares unless they elect to receive such dividends in cash, and such plan is herein referred to as the “Dividend Reinvestment Plan.” The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-146947 and 811-[-]811-21319) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective TimeOriginal Registration Statement”), including a base prospectus (“Basic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem (“XXXXX”).

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may sell through [-], acting as agent and/or principal, its common stock, $0.001 par value per share (the “Common Stock”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Shares issued by the Fund, and sold through [-] under this Agreement, shall be the sole responsibility of the Fund, and [-] shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALPthe Adviser, dated as of December 12October 19, 2006, which was assigned to the Adviser on December 31, 2006 (the “Advisory Agreement”)2010; (ii) a Custody Agreement with The Custodial Trust Company, dated September 27, 2004, which was assigned to JPMorgan Chase Bank, N.A. on June 15N.A., 2009 dated October [-], 2010 (the “Custodian Agreement”); (iii) a Certificate of Appointment as Transfer Agent and Registrar with the American Stock Transfer & Trust CompanyCompany LLC, dated September 27October 19, 2004 2010 (the “Transfer Agency Agreement”); (iv) a Fund Services an Administration Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15as of October 19, 2013 2010 (the “Fund Services Administration Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, ; and (bv) the a Fund Accounting Agreement with Ultimus, dated September 27October 19, 20042010 (the “Accounting Agreement”); and such agreements are herein referred to as the “Advisory Agreement,” the “Custodian Agreement,” the “Transfer Agency Agreement,” “Administration Agreement,” and “Accounting Agreement,” respectively. Collectively, the Advisory Agreement, the Custodian Agreement, the Transfer Agency Agreement Agreement, the Administration Agreement, and the Fund Services Accounting Agreement are herein referred to as the “Fund Agreements.” The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ 2013 (File Nos. 333-[-] and 811-[-]) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective Time”), shall include (i) all documents filed as part thereof or incorporated or deemed to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-], for use by [-], copies of the Base Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. The Base Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System.

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its up to five million, five hundred thousand of the Fund’s common stockshares of beneficial interest, $0.001 par value $0.00001 per share (the “Common StockShares”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALP, the Manager dated as of December 12September 5, 20062014, which was assigned to the Adviser on December 31, 2006 (the “Advisory Agreement”); (ii) a Custody Custodian Agreement with The Custodial State Street Bank and Trust CompanyCompany (“State Street”) dated as of August 14, 2003, as amended September 5, 2014, a Support Services Agreement with PIMCO Investments LLC (“PI”) dated as of April 4, 2012, as amended May 23, 2012, January 4, 2013 and September 275, 20042014, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 (the “Custodian Agreement”); (iii) and a Certificate of Appointment Transfer Agency Services Agreement with the American Stock Transfer & Trust Company, LLC (“AST”) dated September 27as of April 19, 2004 (2016, and such agreements are herein referred to as the “Management Agreement,” the “Custodian Agreement,” the “Support Services Agreement” and the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004,” respectively. Collectively, the Advisory Management Agreement, the Custodian Agreement, the Transfer Agency Support Services Agreement and the Fund Services Transfer Agency Agreement are herein referred to as the “Fund Agreements.” In addition, the Fund has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which the applicable holders of Shares shall have their dividends automatically reinvested in additional Shares of the Fund unless they elect to receive such dividends in cash. The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-226092 and 811-[-]811-21374) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective TimeOriginal Registration Statement”), including a base prospectus (“Basic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, including the Fund’s Statement of Additional Information, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem (“XXXXX”). For purposes of this Agreement, all references to the Registration Statement, unless otherwise noted and except as the context otherwise requires, shall be deemed to include any and all amendments thereto filed with the Commission.

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may sell through [-]CF&Co, acting as agent and/or principal, its common stock, $0.001 par value per share (the “Common Stock”), having an aggregate sale price of up to $[-] 50,000,000 (the “Shares”) as the Fund and [-] CF&Co shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Shares issued by the Fund, and sold through [-] CF&Co under this Agreement, shall be the sole responsibility of the Fund, and [-] CF&Co shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] CF&Co will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALP, dated as of December 12, 2006, which was assigned to the Adviser on December 31, 2006 (the “Advisory Agreement”); (ii) a Custody Agreement with The Custodial Trust Company, dated September 27, 2004, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 (the “Custodian Agreement”); (iii) a Certificate of Appointment with the American Stock Transfer & Trust Company, dated September 27, 2004 (the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, 2011 and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004. Collectively, the Advisory Agreement, the Custodian Agreement, the Transfer Agency Agreement Agreement, and the Fund Services Agreement are herein referred to as the “Fund Agreements.” The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-]February 19, 201_ 2014 (File Nos. 333-[-] 333-193497 and 811-[-]811-21593) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] CF&Co (the “Effective Time”), shall include (i) all documents filed as part thereof or incorporated or deemed to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] CF&Co for use by [-] CF&Co in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]CF&Co, for use by [-]CF&Co, copies of the Base Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. The Base Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System.

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its up to two million eight hundred seventy one thousand nine hundred twenty one (2,871,921) of the Fund’s common stockshares of beneficial interest, $0.001 no par value per share (the “Common StockShares”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALPthe Adviser dated as of October 17, 2005, (ii) a Master Custodian Agreement with State Street Bank and Trust Company dated as of September 11, 2009, (iii) a Stock Transfer Agency Agreement with The Bank of New York dated as of June 15, 2007, (iv) an Amended and Restated Financial Accounting Services Agreement with the Adviser dated as of December 1213, 20062004, which was assigned and (v) a Master Services Agreement with State Street Bank and Trust Company dated as of March 15, 2004, as effective with respect to the Adviser on December 31Fund as of October 28, 2006 (2004 and such agreements are herein referred to as the “Advisory Agreement”); (ii) a Custody Agreement with The Custodial Trust Company, dated September 27, 2004, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 (,” the “Custodian Agreement”); (iii) a Certificate of Appointment with the American Stock Transfer & Trust Company, dated September 27, 2004 (the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (,” the “Fund Accounting Agreement” and the “Master Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004,” respectively. Collectively, the Advisory Agreement, the Custodian Agreement, the Transfer Agency Agreement, the Accounting Agreement and the Fund Master Services Agreement are herein referred to as the “Fund Agreements.” In addition, the Fund has adopted a dividend reinvestment plan pursuant to which holders of Shares shall have their dividends automatically reinvested in additional Shares unless they elect to receive such dividends in cash, and such plan is herein referred to as the “Dividend Reinvestment Plan.” The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-174431 and 811-[-]811-21547) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective TimeOriginal Registration Statement”), including a base prospectus (“Basic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem (“XXXXX”).

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its up to three million (3,000,000) of the Fund’s common stockshares of beneficial interest, $0.001 no par value per share (the “Common StockShares”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALP, the Adviser dated as of December 12October 17, 20062005, which was assigned to the Adviser on December 31, 2006 (the “Advisory Agreement”); (ii) a Custody Agreement with The Custodial Trust CompanyBank of New York dated as of June 15, 2007, (iii) a Foreign Custody Manager Agreement with The Bank of New York dated September 27as of June 15, 2007, (iv) a Stock Transfer Agency Agreement with The Bank of New York dated as of June 15, 2007, (v) an Amended and Restated Financial Accounting Services Agreement with the Adviser dated as of December 13, 2004, which was assigned to JPMorgan Chase Bank, N.A. on June and (vi) a Master Services Agreement with State Street Bank and Trust Company dated as of March 15, 2009 (2004, as effective with respect to the Fund as of October 28, 2004 and such agreements are herein referred to as the “Advisory Agreement,” the “Custodian Agreement”); (iii) a Certificate of Appointment with , the American Stock Transfer & Trust Company, dated September 27, 2004 (“Foreign Custody Agreement,” the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (,” the “Fund Accounting Agreement” and the “Master Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004,” respectively. Collectively, the Advisory Agreement, the Custodian Agreement, the Foreign Custody Agreement, the Transfer Agency Agreement, the Accounting Agreement and the Fund Master Services Agreement are herein referred to as the “Fund Agreements.” In addition, the Fund has adopted a dividend reinvestment plan pursuant to which holders of Shares shall have their dividends automatically reinvested in additional Shares unless they elect to receive such dividends in cash, and such plan is herein referred to as the “Dividend Reinvestment Plan.” The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-146944 and 811-[-]811-21547) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective TimeOriginal Registration Statement”), including a base prospectus (“Basic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem (“XXXXX”).

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its up to seven million five hundred thousand (7,500,000) of the Fund’s common stockshares of beneficial interest, $0.001 no par value per share (the “Common StockShares”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALPthe Adviser dated as of June 17, 2002, (ii) a Master Custodian Agreement with State Street Bank and Trust Company dated as of September 11, 2009, (iii) a Stock Transfer Agency Agreement with The Bank of New York dated as of June 15, 2007, (iv) an Amended and Restated Financial Accounting Services Agreement with the Adviser dated as of December 1213, 20062004, which was assigned and (v) a Master Services Agreement with State Street Bank and Trust Company dated as of March 15, 2004, as effective with respect to the Adviser on December 31Fund as of October 21, 2006 (2004 and such agreements are herein referred to as the “Advisory Agreement”); (ii) a Custody Agreement with The Custodial Trust Company, dated September 27, 2004, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 (,” the “Custodian Agreement”); (iii) a Certificate of Appointment with the American Stock Transfer & Trust Company, dated September 27, 2004 (the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (,” the “Fund Services Accounting Agreement”), which replaced (a) ” and the “Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004Agreement,” respectively. Collectively, the Advisory Agreement, the Custodian Agreement, the Transfer Agency Agreement, the Accounting Agreement and the Fund Services Administration Agreement are herein referred to as the “Fund Agreements. In addition, the Fund has adopted a dividend reinvestment plan pursuant to which holders of Shares shall have their dividends automatically reinvested in additional Shares unless they elect to receive such dividends in cash, and such plan is herein referred to as the “Dividend Reinvestment Plan.” The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-196373 and 811-[-]811-21080) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective TimeOriginal Registration Statement”), including a base prospectus (“Basic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem (“XXXXX”).

Issuance and Sale of Shares. The Fund agrees that, from time Company proposes to time during the term of this Agreement, on the terms issue and subject to the conditions set forth herein, it may sell through [-]the Agent, acting as agent and/or principalsales agent, its shares of the Company’s common stock, $0.001 par value $0.01 per share (the “Common Stock”), having an aggregate sale offering price of up to $[-] 75,000,000 on the terms set forth in Section 4 of this Agreement (the “Shares”) as the Fund and [-] shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Shares issued by the Fund, and sold through [-] under this Agreement, shall be the sole responsibility of the Fund, and [-] shall have no obligation in connection with such compliance). The issuance and sale of the Shares through [-] the Agent will be effected pursuant to the Registration Statement (as defined below). The Company may also in the future enter into a separate sales agreement (as amended from time to time, the “Alternative Sales Agreement”) filed by the Fund and declared effective by the Securities and Exchange Commission with another party as sales agent (the “CommissionAlternative Agent”). This Agreement and the Alternative Sales Agreement are sometimes hereinafter referred to as the “Sales Agreements.” The Agent and the Alternative Agent are sometimes hereinafter referred to as the “Sales Agents.” The aggregate offering price of Shares that may be sold collectively pursuant to this Agreement and the Alternative Sales Agreement shall not exceed $75,000,000. Prior to the date of this Agreement, the following transactions occurred: (a) On February 18, 2014, the Company entered into an Investment Advisory Agreement with the Adviser (the “Investment Advisory Agreement”). (b) On February 18, 2014, the Company entered into an Administration Agreement with the Administrator (the “Administration Agreement”). (c) On February 18, 2014, the Company entered into a License Agreement with TriplePoint Capital LLC (the “License Agreement”). (d) On February 18, 2014, the Adviser entered into a Staffing Agreement with TriplePoint Capital LLC (the “Staffing Agreement”). (f) On March 5, 2014, the Company filed the 1940 Act Notification with the Commission under the 1940 Act and the 1940 Act Regulations, pursuant to which the Company elected to be regulated as a business development company (a “BDC”). The Fund has entered into (i) an Investment Management Agreement with KACALP, dated as of December 12, 2006, which was assigned to the Adviser on December 31, 2006 (the “Advisory Agreement”); (ii) a Custody Agreement with The Custodial Trust Company, dated September 27, 2004, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 (the “Custodian Agreement”); (iii) a Certificate of Appointment with the American Stock Transfer & Trust Company, dated September 27, 2004 (the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004. Collectively, the Advisory Agreement, the Custodian Administration Agreement, the Transfer Agency License Agreement and the Fund Services Agreement Staffing Agreement, each as amended or otherwise modified from time to time, are herein referred to as hereinafter called, collectively, the “Fund Agreements.” The Fund Company has filed, in accordance with pursuant to the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities 1933 Act”), and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File NosNo. 333-[-] and 811-[-]) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [333-] (the “Effective Time”277680), shall include (i) which registered the offer and sale of certain securities to be issued from time to time by the Company, including the Shares. Such registration statement as amended, including the exhibits and schedules thereto, at its most recent effective date, including all documents filed as part thereof or incorporated or deemed to be incorporated by reference therein and (ii) including any information contained or incorporated by reference in a prospectus Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B 424 or Rule 430C under the Securities Act, deemed to be part of such registration statement at the Effective Time (pursuant to Rule 430B is hereinafter referred to as the “Registration Statement”). Except where .” The prospectus included in the context otherwise requiresRegistration Statement at its most recent effective date, including all documents incorporated by reference therein, is hereinafter referred to as the “Base Prospectus.” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it The Company has most recently been filed by the Fund prepared and will file with the Commission prior to in accordance with Rule 424 a prospectus supplement (including all documents incorporated by reference therein, the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to ”) supplementing the Base Prospectus, relating to Prospectus in connection with offers and sales of the Shares, . The Base Prospectus and the most recent Prospectus Supplement (and any supplements thereto) filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, 424 at each Applicable Time and each Settlement Date (as such term is defined in the form furnished by the Fund Section 4(f) hereof) are hereinafter referred to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering collectively as contemplated by this Agreement. The Fund shall furnish to [-], for use by [-], copies of the Base Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. The Base Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of All references in this Agreement, all references Agreement to the Registration Statement, the Prospectus, Prospectus or any amendments or supplements to any amendment or supplement thereto of the foregoing, shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering Gathering, Analysis and Retrieval Systemsystem (“XXXXX”).

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its up to nine million, five hundred thousand of the Fund’s common stockshares of beneficial interest, $0.001 par value $0.00001 per share (the “Common StockShares”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALP, the Manager dated as of December 12September 5, 20062014, which was assigned to the Adviser on December 31, 2006 (the “Advisory Agreement”); (ii) a Custody Custodian Agreement with The Custodial State Street Bank and Trust CompanyCompany (“State Street”) dated as of April 16, 2012, as amended September 5, 2014, a Support Services Agreement with PIMCO Investments LLC (“PI”) dated as of April 4, 2012, as amended May 23, 2012, January 4, 2013 and September 275, 20042014, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 (the “Custodian Agreement”); (iii) and a Certificate of Appointment Transfer Agency Services Agreement with the American Stock Transfer & Trust Company, LLC (“AST”) dated September 27as of April 19, 2004 (2016, and such agreements are herein referred to as the “Management Agreement,” the “Custodian Agreement,” the “Support Services Agreement” and the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004,” respectively. Collectively, the Advisory Management Agreement, the Custodian Agreement, the Transfer Agency Support Services Agreement and the Fund Services Transfer Agency Agreement are herein referred to as the “Fund Agreements.” In addition, the Fund has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which the applicable holders of Shares shall have their dividends automatically reinvested in additional Shares of the Fund unless they elect to receive such dividends in cash. The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-215573 and 811-[-]811-22673) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective TimeOriginal Registration Statement”), including a base prospectus (“Basic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, including the Fund’s Statement of Additional Information, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem (“XXXXX”). For purposes of this Agreement, all references to the Registration Statement, unless otherwise noted and except as the context otherwise requires, shall be deemed to include any and all amendments thereto filed with the Commission.

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its up to eleven million, five hundred thousand of the Fund’s common stockshares of beneficial interest, $0.001 par value $0.00001 per share (the “Common StockShares”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALP, the Manager dated as of December 12September 5, 20062014, which was assigned to the Adviser on December 31, 2006 (the “Advisory Agreement”); (ii) a Custody Custodian Agreement with The Custodial State Street Bank and Trust Company, Company (“State Street”) dated September 27as of October 13, 2004, which was assigned to JPMorgan Chase Bankas amended September 5, N.A. on June 152014, 2009 a Support Services Agreement with PIMCO Investments LLC (the “Custodian AgreementPI”); (iii) dated as of April 4, 2012, as amended May 23, 2012, January 4, 2013 and September 5, 2014, and a Certificate of Appointment Transfer Agency Services Agreement with the American Stock Transfer & Trust Company, LLC (“AST”) dated September 27as of April 19, 2004 (2016, and such agreements are herein referred to as the “Management Agreement,” the “Custodian Agreement,” the “Support Services Agreement” and the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004,” respectively. Collectively, the Advisory Management Agreement, the Custodian Agreement, the Transfer Agency Support Services Agreement and the Fund Services Transfer Agency Agreement are herein referred to as the “Fund Agreements.” In addition, the Fund has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which the applicable holders of Shares shall have their dividends automatically reinvested in additional Shares of the Fund unless they elect to receive such dividends in cash. The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-226215 and 811-[-]811-21601) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective TimeOriginal Registration Statement”), including a base prospectus (“Basic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, including the Fund’s Statement of Additional Information, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem (“XXXXX”). For purposes of this Agreement, all references to the Registration Statement, unless otherwise noted and except as the context otherwise requires, shall be deemed to include any and all amendments thereto filed with the Commission.

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its up to five million (5,000,000) of the Fund’s common stockshares of beneficial interest, $0.001 no par value per share (the “Common StockShares”), having an aggregate sale price of up to $[-] (the “Shares”) as the Fund and [-] shall mutually agree from time to time. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALP, the Adviser dated as of December 12June 17, 20062002, which was assigned to the Adviser on December 31, 2006 (the “Advisory Agreement”); (ii) a Custody Agreement with The Custodial Trust CompanyBank of New York dated as of June 15, 2007, (iii) a Foreign Custody Agreement with The Bank of New York dated September 27as of June 15, 2007, (iv) a Stock Transfer Agency Agreement with The Bank of New York dated as of June 15, 2007, (v) an Amended and Restated Financial Accounting Services Agreement with the Adviser dated as of December 13, 2004, which was assigned to JPMorgan Chase Bank, N.A. on June and (vi) a Master Services Agreement with State Street Bank and Trust Company dated as of March 15, 2009 (2004, as effective with respect to the Fund as of October 21, 2004 and such agreements are herein referred to as the “Advisory Agreement,” the “Custodian Agreement”); (iii) a Certificate of Appointment with , the American Stock Transfer & Trust Company, dated September 27, 2004 (“Foreign Custody Agreement,” the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (,” the “Fund Services Accounting Agreement”), which replaced (a) ” and the “Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004Agreement,” respectively. Collectively, the Advisory Agreement, the Custodian Agreement, the Foreign Custody Agreement, the Transfer Agency Agreement, the Accounting Agreement and the Fund Services Administration Agreement are herein referred to as the “Fund Agreements.” In addition, the Fund has adopted a dividend reinvestment plan pursuant to which holders of Shares shall have their dividends automatically reinvested in additional Shares unless they elect to receive such dividends in cash, and such plan is herein referred to as the “Dividend Reinvestment Plan.” The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-] 333-146945 and 811-[-]811-21080) (the “registration statement”). Except where the context otherwise requires, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective TimeOriginal Registration Statement”), including a base prospectus (“Basic Prospectus”), with respect to the Shares. The Fund shall include prepare one or more supplements relating to the Shares (icollectively, the “Prospectus Supplement”) all documents filed as part thereof or incorporated or deemed to the Basic Prospectus, to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 497 under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement. The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval SystemSystem (“XXXXX”).

Issuance and Sale of Shares. The Fund agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through [-]Xxxxx, acting as agent and/or principal, its the Fund’s common stockshares of beneficial interest, $0.001 par value $0.00001 per share (the “Common StockShares”); provided, having an aggregate sale price however, that in no event shall the Fund issue or sell through Xxxxx such number of up Shares that (a) exceeds the number of shares or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to $[-] which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (defined below) (the lesser of (a) or (b) the “SharesMaximum Amount”) as the Fund and [-] shall mutually agree from time to time). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount number of Shares issued by the Fund, and sold through [-] under this Agreement, Agreement shall be the sole responsibility of the Fund, and [-] Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares through [-] Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Fund and declared effective by the Securities and Exchange Commission (the “Commission”). The Fund has entered into (i) an Investment Management Agreement with KACALPthe Manager dated as of September 5, 2014, a Custodian and Investment Accounting Agreement with State Street Bank and Trust Company dated as of December 1210, 20062001, which was assigned to the Adviser on December 31as amended September 5, 2006 (the “Advisory Agreement”); (ii) a Custody 2014, an Amended and Restated Support Services Agreement with The Custodial Trust CompanyPIMCO Investments LLC dated as of October 8, dated September 272020, 2004, which was assigned to JPMorgan Chase Bank, N.A. on June 15, 2009 (the “Custodian Agreement”); (iii) and a Certificate of Appointment Transfer Agency and Registrar Services Agreement with the American Stock Transfer & Trust Company, LLC dated September 27as of April 19, 2004 (2016, and such agreements are herein referred to as the “Management Agreement,” the “Custodian Agreement,” the “Support Services Agreement” and the “Transfer Agency Agreement”); (iv) a Fund Services Agreement with Ultimus Fund Solutions, LLC (“Ultimus”), dated November 15, 2013 (the “Fund Services Agreement”), which replaced (a) the Administration Agreement with Ultimus, dated as of February 28, 2009, as amended on December 12, 2011, and (b) the Fund Accounting Agreement with Ultimus, dated September 27, 2004,” respectively. Collectively, the Advisory Management Agreement, the Custodian Agreement, the Transfer Agency Support Services Agreement and the Fund Services Transfer Agency Agreement are herein referred to as the “Fund Agreements.” The In addition, the Fund has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which the applicable holders of Shares shall have their dividends automatically reinvested in additional Shares of the Fund unless they elect to receive such dividends in cash. (a) has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 as amended on [-], 201_ (File Nos. 333-[-333-[●] and 811-[-]811-21238) (the “Original Registration Statement”) and (b) may file, in accordance with the provisions of the Securities Act and the Investment Company Act, with the Commission one or more subsequent registration statementstatements on Form N-2, including, in each case, a base prospectus with respect to the Shares and which incorporates by reference certain documents that the Fund has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) and the Investment Company Act (the “Basic Prospectus”). Except where The Fund shall prepare one or more supplements relating to the context otherwise requiresShares to the Basic Prospectus, the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to [-] (the “Effective Time”), shall include (i) including all documents filed as part thereof or incorporated or deemed to be incorporated by reference therein and (ii) any information contained or incorporated by reference in a prospectus therein, to be filed with the Commission pursuant to Rule 497 424, under the Securities ActAct (collectively, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of such registration statement at the Effective Time (the “Registration Statement”). Except where the context otherwise requires, “Base Prospectus” as used herein, means the base prospectus included as part of the Registration Statement, in the form in which it has most recently been filed by the Fund with the Commission prior to the date of this Agreement. Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means, collectively, the final prospectus supplements to the Base Prospectus, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, in the form furnished by the Fund to [-] for use by [-] in connection with the distribution of the Shares pursuant to an at-the-market offering as contemplated by this Agreement”). The Fund shall furnish to [-]Xxxxx, for use by [-]Xxxxx, copies of the Base Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, including the Fund’s Statement of Additional Information, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 424 under the Securities Act or deemed to be part of such registration statement pursuant to Rule 430B or Rule 430C of the Securities Act, or any subsequent registration statement on Form N-2, as amended when it becomes effective, including all documents filed as a part thereof or incorporated by reference therein and including any information deemed to be part of such registration statement pursuant to Rule 430B or Rule 430C of the Securities Act, (i) filed pursuant to Rule 415(a)(6) under the Securities Act by the Fund with respect to any securities registered pursuant to the Original Registration Statement, including any Placement Shares (as defined below), as a result of the end of the three-year period described in Rule 415(a)(5) under the Securities Act or (ii) to register any additional Shares to be issued and sold under this Agreement, is herein called the “Registration Statement.” The Base Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such Base Prospectus prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 424 under the Securities Act, and in each case including all documents incorporated by reference therein, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission pursuant to the Securities Act, the Exchange Act and the Investment Company Act, as applicable, deemed to be incorporated by reference therein (collectively, the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus, Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or any successor thereto (collectively, “XXXXX”). For purposes of this Agreement, all references to the Registration Statement, unless otherwise noted and except as the context otherwise requires, are deemed to include any and all amendments thereto filed with the Commission.