Common use of Sale and Delivery to the Underwriters Closing Clause in Contracts

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund agrees to sell the Shares to the Underwriter and the Underwriter agrees to purchase the Shares from the Fund at the price per share set forth in the Pricing Agreement. (1) If the Fund has elected not to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriter. (b) Payment of the purchase price for, and delivery of certificates for, the Shares shall be made at the office of Brown & Wood LLP, One World Trade Center, New York, New York 10048-0557 or at such other place as shall be agreed upon by the Underwriter and the Fund, at 9:00 A.M. on the third business day following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter and the Fund (such time

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, (1) the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund Company, at the price per share set forth in the Pricing Agreement, that portion of the number of Initial Securities set forth in Schedule B opposite the name of the Company which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter (plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof) bears to the total number of Initial Securities; and (2) each Selling Stockholder agrees, severally and not jointly, to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder, at the price per share set forth in the Pricing Agreement, that portion of the number of Initial Securities set forth in Schedule B opposite the name of each Selling Stockholder which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter (plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof) bears to the total number of Initial Securities subject, in each case, to such adjustments as the Underwriters in their sole discretion shall make to eliminate any sales or purchases of fractional securities. (1i) If the Fund has Company and the Selling Stockholders have elected not to rely upon Rule 430A under the Rules and 1933 Act Regulations, the initial public offering price per share and the purchase price per share to be paid by the several Underwriters for the Shares Securities have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus containing such information will be filed before the Registration Statement becomes effective. (2ii) If the Fund has Company and the Selling Stockholders have elected to rely upon Rule 430A under the Rules and 1933 Act Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriter several Underwriters for the Shares Securities shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between among the Underwriter Company, the Selling Stockholders and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase priceRepresentatives and, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the FundCompany, the Adviser Selling Stockholders and the UnderwriterRepresentatives, except that Sections 6 and 7 hereof shall remain in effect. For purposes of this Agreement, the term "business day" means a day on which the NYSE is open for business and the trading of securities thereon is permitted. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and Ingleby hereby grant options to the Underwriters, severally and not jointly, to purchase up to an additional [81,730] and [200,000] shares, respectively, of Common Stock at the price per share set forth in the Pricing Agreement, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The options hereby granted will expire 30 days after the later of (i) the date the Registration Statement becomes effective, if the Company and such Selling Stockholders have elected not to rely on Rule 430A under the 1933 Act Regulations, or (ii) the Representation Date, if the Company and such Selling Stockholders have elected to rely upon Rule 430A under the 1933 Act Regulations, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the options and the time and date of payment for and delivery of such Option Securities. Such time and date of delivery for the Option Securities (the "Date of Delivery") shall be determined by the Representatives, but shall not be, unless otherwise agreed upon by the Representatives and the Company, later than seven full business days after the exercise of said options, and in no event prior to Closing Time, as hereinafter defined. If the options are exercised as to all or any portion of the Option Securities, the Company and Ingleby will sell an aggregate number of Option Securities to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, will purchase an aggregate number of Option Securities from the Company and Ingleby, that portion of the total number of Option Securities as to which options are exercised that the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter (plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof) bears to the total number of Initial Securities, subject, in each case, to such adjustments as the Underwriters in their discretion shall make to eliminate any sales or purchases of fractional Securities. (c) Payment of the purchase price for, and delivery of certificates for, the Shares Initial Securities to be purchased by the Underwriters shall be made at the office offices of Brown Debevoise & Wood LLPXxxxxxxx, One World Trade Center000 Xxxxx Xxxxxx, New YorkXxx Xxxx, New York 10048-0557 Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Underwriter Company and the FundRepresentatives, at 9:00 A.M. on the third or fourth business day (as permitted under Rule 15c6-1 under the Securities Exchange Act of 1934 (the "1934 Act") (unless postponed in accordance with the provisions of Section 10 hereof) following the date the Registration Statement becomes effective (or, if the Fund has Company and the Selling Stockholders have elected to rely upon Rule 430A of under the Rules and 1933 Act Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the 0000 Xxx) after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Company, the Selling Stockholders and the Fund Representatives (such timetime and date of payment and delivery being herein called "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price, and delivery of certificates, for such Option Securities shall be made at the above-mentioned offices of Debevoise & Xxxxxxxx, or at such other place as shall be agreed upon by the Company and the Representatives, on the Date of Delivery as specified in the notice from the Representatives to the Company. Payment for the Initial Securities shall be made to the Company and the Selling Stockholders by wire transfer of immediately available funds to bank accounts designated by the Company and the Selling Stockholders, respectively, in each case against delivery to the Representatives for the respective accounts of the Underwriters of certificates for such Initial Securities to be purchased by them hereunder. Payment for the Option Securities, if any, shall be made to the Company and Ingleby by wire transfer of immediately available funds to bank accounts designated by the Company and Ingleby against delivery to the Representatives for the accounts of the Underwriters of certificates for such Option Securities to be purchased by them hereunder. Certificates for the Initial Securities and the Option Securities, if any, shall be in such denominations and registered in such names as the Representatives may request in writing delivered to the Company and such Selling Stockholder at least two business days before Closing Time or the relevant Date of Delivery, as the case may be. (d) It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, give a receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities which it has agreed to purchase. Xxxxxxx Xxxxx, Xxxx. Xxxxx, Xxxxxx Xxxx, and Xxxxxxxx Xxxxxxxx, individually and not as Representatives, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose payment has not been received by Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. The certificates for the Initial Securities and the Option Securities, if any, will be made available in The City of New York, New York for examination and packaging by the Representatives not later than 10:00 A.M. on the last business day prior to Closing Time or the relevant Date of Delivery, as the case may be.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject Subject to the terms and conditions and in reliance upon the representations, warranties, covenants and agreements herein set forth, the Fund Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share (the "Purchase Price"), the number -------------- of Company Firm Shares set forth opposite such Underwriter's name in Schedule I hereto, subject to adjustment in accordance with Section 10 hereof. (b) Subject to the terms and conditions and in reliance upon the representations, warranties, covenants and agreements herein set forth, the Selling Stockholder agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Selling Stockholder, at the Purchase Price, the number of Selling Stockholder Firm Shares set forth opposite such Underwriter's name in Schedule I hereto, subject to adjustment in accordance with Section 10 hereof. (c) The Company and the Underwriter agrees Selling Stockholder grant to the Underwriters an option to purchase all or any part of the Additional Shares at the Purchase Price. Subject to the terms and conditions and in reliance upon the representations, warranties, covenants and agreements herein set forth, Additional Shares may be purchased from the Fund at Company and the price per share Selling Stockholder, for the accounts of the respective Underwriters in the same proportion that the number of Firm Shares set forth in Schedule I hereto opposite the Pricing Agreement. (1) If name of such Underwriter bears to the Fund has elected not total number of Firm Shares. Such option may be exercised only to rely upon Rule 430A under cover over-allotments in the Rules and Regulations, sale of the initial public offering price and the purchase price per share to be paid Firm Shares by the Underwriters for the Shares have each been determined and set forth may be exercised in the Pricing Agreement, dated the date hereof, whole or in part at any time and an amendment from time to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following time within 30 days after the date of this Agreement, this Agreement shall terminate forthwithin each case upon written or facsimile notice, without liability of any party to any other partyor verbal or telephonic notice confirmed by written or telegraphic notice, except as provided in Section 5, unless otherwise agreed to by the FundUnderwriters to the Company and the Selling Stockholder no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as hereinafter defined) or at least two business days before the Additional Shares Closing Date (as hereinafter defined), as the case may be, setting forth the number of Additional Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase. Notwithstanding anything to the contrary set forth herein, the Adviser initial 383,513 Additional Shares to be purchased by the Underwriters pursuant to this Section 3 shall be Selling Stockholder Additional Shares which shall be purchased from the Selling Stockholder and any Additional Shares in excess thereof to be purchased by the UnderwriterUnderwriters shall be Company Additional Shares which shall be purchased exclusively from the Company. (bd) Payment of the purchase price for, and delivery of certificates forof, the Firm Shares to be purchased by the Underwriters shall be made at the office offices of Brown Jefferies & Wood LLPCompany, One World Trade CenterInc., 520 Madison Avenue, 12th Floor, New York, New York 10048-0557 10022, or at such other place as shall be agreed upon by the Underwriter oxxxx xxxxx xx xxxxx xx xxxxxx xxxx xx xxx Xxxxxxxxxxxxxxs and the Fund, Company at 9:00 10:00 A.M. on the third business day following the date the Registration Statement becomes effective or(fourth, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third pricing occurred after 4:30 p.m. on any given day) business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing this Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such timetime and date of payment and delivery being herein called the "Firm Shares Closing Date"). ------------------------ Payment shall be made to the Company and the Selling Stockholder by wire transfer and payable in immediately available funds to the order of the Company and the Selling Stockholder against delivery to the Underwriters of the Firm Shares. (e) Payment of the purchase price for, and delivery of, the Additional Shares to be purchased by the Underwriters shall be made at the offices as set forth above or at such other place as shall be agreed upon by the Representatives and the Company at the time and on the date (which may be the same as, but in no event shall be earlier than, the Firm Shares Closing Date) specified in the notice referred to in Section 3(c) hereof (such time and date of delivery and payment are called the "Additional Shares Closing Date"). The Firm ------------------------------ Shares Closing Date and the Additional Shares Closing Date are called, individually, a "Closing Date" and together, the "Closing Dates." Payment shall ------------ ------------- be made to the Company and the Selling Stockholder by wire transfer and payable in immediately available funds to the order of the Company and the Selling Stockholder against delivery to the Underwriters of the applicable Additional Shares. (f) The Shares shall be in such denominations and registered in such names as the Representatives may request in writing at least two business days before the Firm Shares Closing Date or, in the case of the Additional Shares, on the day of notice of exercise of the option as described in Section 3(c) hereof. The Shares will be made available for examination and packaging by the Underwriters not later than 1:00 P.M. on the last business day prior to the Firm Shares Closing Date (or the Additional Shares Closing Date in the case of the Additional Shares) at such place as is reasonably designated by the Representatives. If the Representatives so elect, delivery of the Shares may be made by credit through full FAST transfer to the accounts of The Depository Trust Company designated by the Representatives. (g) It is understood that the Representatives, individually and not as Representatives of the several Underwriters, may (but shall not be obligated to) make payment to the Company on behalf of any Underwriter or Underwriters for any Shares to be purchased by such Underwriter or Underwriters in connection with the Offering. Any such payment by the Representatives shall not relieve such Underwriter or Underwriters from any of its or their other obligations hereunder.

Sale and Delivery to the Underwriters Closing. (a) On The several commitments of the Underwriters to purchase the Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representations representations, warranties and warranties agreements herein contained and shall be subject to the terms and conditions herein set forth, the Fund agrees to sell the Shares to the Underwriter and the Underwriter agrees to purchase the Shares from the Fund at the price per share set forth in the Pricing Agreement. (1) If the Fund has elected not to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriter. (b) Payment of the purchase price for, and delivery of certificates for, for the Shares Underwritten Securities shall be made at the office of Brown Sidley & Wood LLPAustin, One Xxx Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, and delivery of the certificates for the Underwritten Securities shall be made against payment therefor at the office of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxxx Xxxxx World Trade Headquarters, North Tower, World Financial Center, New York, New York 1004810281-0557 1209, or (in either case) at such other place or places as shall be agreed upon by the Underwriter Xxxxxxx Xxxxx and the FundCompany, at 9:00 10:00 A.M. (Eastern time) on the third business day following the date the Registration Statement becomes effective or(fourth, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution the applicable Terms Agreement (unless postponed in accordance with the provisions of the Pricing Agreement, as applicable, the fourth business day after such applicable dateSection 10 hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Xxxxxxx Xxxxx and the Fund Company (such time and date of payment and delivery being herein called "Closing Time"). Payment shall be made to the Trust by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to Xxxxxxx Xxxxx for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized Xxxxxxx Xxxxx, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Underwritten Securities which it has severally agreed to purchase. Xxxxxxx Xxxxx, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Underwritten Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time but such payment shall not relieve such Underwriter from its obligations hereunder. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Trust Preferred Securities will ultimately be used to purchase the Subordinated Debentures of the Company, the Company hereby agrees to pay at Closing Time to Xxxxxxx Xxxxx, for the accounts of the several Underwriters, a commission per Trust Preferred Security set forth on Schedule A to the applicable Terms Agreement. At the Closing Time, the Company will pay, or cause to be paid, the commission payable at such time to the Underwriters under Section 2 hereof by wire transfer of immediately available funds to a bank account designated by Xxxxxxx Xxxxx for the account of the Underwriters. (c) Certificates for the Underwritten Securities shall be in such denominations and registered in such names as Xxxxxxx Xxxxx may request in writing at least one full business day prior to the Closing Time. The certificates for the Underwritten Securities will be made available for examination and packaging by Xxxxxxx Xxxxx in The City of New York not later than 10:00 A.M. (Eastern time) on the last business day prior to Closing Time.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, and the Underwriter each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund Company, at the price per share security set forth in the Pricing Agreement. (1) If the Fund has elected not to rely upon Rule 430A under the Rules and RegulationsSchedule I hereto, the initial public offering price and respective principal amounts of the purchase price per share to be paid by the Underwriters for the Shares have each been determined and Securities set forth in opposite the Pricing Agreementname of the such Underwriter, dated the date hereof, and an amendment plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close provisions of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriter10 hereof. (b) Payment Delivery of and payment for the purchase price for, and delivery of certificates for, the Shares Securities shall be made at the office offices of Brown LeBoeuf, Lamb, Greexx & Wood LLPXacRxx, One World Trade CenterX.L.P, New York125 Xxxx 00xx Xxxxxx, New York 10048-0557 or Xxx Xxxx, Xxx Xxxx 00000, xx at such other place as shall be agreed upon by the Underwriter Representatives and the FundCompany, at 9:00 A.M. a.m. (Eastern time) on the third business day following the date the Registration Statement becomes effective or(fourth, if the Fund has elected to rely upon Rule 430A pricing of the Rules and Regulations, the third Securities occurs after 4:30 p.m. (Eastern time) on any given day) business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of this Agreement (unless postponed in accordance with the Pricing Agreement, as applicable, the fourth business day after such applicable dateprovisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such time and date of payment and delivery being referred to herein as the "Closing Date"). (c) On the Closing Date the Company shall deliver the Securities to The Depository Trust Company, on behalf of the Representatives, for the account of each Underwriter against payment to the Company by wire transfer of immediately available funds to a bank account designated by the Company. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. Merrxxx Xxxcx, xxdividually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. (d) Upon delivery, the Securities shall be in registered form and in such denominations as set forth on Schedule I hereto. The certificates representing the Securities shall be registered in the name of Cede & Co. and shall be made available for inspection by the Representatives in New York, New York not later than 10:00 a.m. (Eastern time) on the business day prior to the Closing Date.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject Subject to the terms and conditions and in reliance upon the representations, warranties, covenants and agreements herein set forth, the Fund Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $ per share (the “Purchase Price”), that number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the aggregate number of Firm Shares, subject to adjustment in accordance with Section 10 hereof. (b) Subject to the terms and conditions and in reliance upon the representations, warranties, covenants and agreements herein set forth, each of the Selling Stockholders agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees agrees, severally and not jointly, to purchase the Shares from the Fund Selling Stockholders, at the price per share Purchase Price, that number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be sold by the Selling Stockholders as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the aggregate number of Firm Shares, subject to adjustment in accordance with Section 10 hereof. (c) The Company grants to the Underwriters an option to purchase all or any part of the Additional Shares at the Purchase Price. Subject to the terms and conditions and in reliance upon the representations, warranties, covenants and agreements herein set forth, Additional Shares may be purchased from the Company, for the accounts of the respective Underwriters in the same proportion that the number of Firm Shares set forth in Schedule I hereto opposite the Pricing Agreement. (1) If name of such Underwriter bears to the Fund has elected not total number of Firm Shares. Such option may be exercised only to rely upon Rule 430A under cover over-allotments in the Rules and Regulations, sale of the initial public offering price and the purchase price per share to be paid Firm Shares by the Underwriters for the Shares have each been determined and set forth may be exercised in the Pricing Agreement, dated the date hereof, whole or in part at any time and an amendment from time to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following time within 30 days after the date of this Agreement, this Agreement shall terminate forthwithin each case upon written or facsimile notice, without liability of any party to any other partyor verbal or telephonic notice confirmed by written or telegraphic notice, except as provided in Section 5, unless otherwise agreed to by the FundUnderwriters to the Company no later than 12:00 noon, New York City time, on the Adviser business day before the Firm Shares Closing Date (as hereinafter defined) or at least two business days before the Additional Shares Closing Date (as hereinafter defined), as the case may be, setting forth the number of Additional Shares to be purchased and the Underwritertime and date (if other than the Firm Shares Closing Date) of such purchase. (bd) Payment of the purchase price for, and delivery of certificates forof, the Firm Shares to be purchased by the Underwriters shall be made at the office offices of Brown Jefferies & Wood LLPCompany, One World Trade CenterInc., New York000 Xxxxxxx Xxxxxx, New York 10048-0557 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Underwriter Underwriters and the FundCompany at 10:00 A.M., at 9:00 A.M. New York City time, on the third business day following the date the Registration Statement becomes effective or(fourth, if the Fund has elected to rely upon Rule 430A of the Rules and Regulationspricing occurred after 4:30 P.M., the third New York City time, on any given day) business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing this Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Underwriters and the Fund Company (such time and date of payment and delivery being herein called the “Firm Shares Closing Date”). Payment shall be made to the Company and the Selling Stockholders by wire transfer and payable in immediately available funds to the order of the Company and the Selling Stockholders against delivery to the Underwriters of the Firm Shares. (e) Payment of the purchase price for, and delivery of, the Additional Shares to be purchased by the Underwriters shall be made at the offices as set forth above or at such other place as shall be agreed upon by the Underwriters and the Company at the time and on the date (which may be the same as, but in no event shall be earlier than, the Firm Shares Closing Date) specified in the notice referred to in Section 3(c) hereof (such time and date of delivery and payment are called the “Additional Shares Closing Date”). The Firm Shares Closing Date and the Additional Shares Closing Date are called, individually, a “Closing Date” and together, the “Closing Dates.” Payment shall be made to the Company by wire transfer and payable in immediately available funds to the order of the Company against delivery to the Underwriters of the Additional Shares. (f) The Shares shall be in such denominations and registered in such names as the Underwriters may request in writing at least two business days before the Firm Shares Closing Date or, in the case of the Additional Shares, on the day of notice of exercise of the option as described in Section 3(c) hereof. The Shares will be made available for examination and packaging by the Underwriters not later than 1:00 P.M., New York City time, on the last business day prior to the Firm Shares Closing Date (or the Additional Shares Closing Date in the case of the Additional Shares) at such place as is reasonably designated by the Underwriters. If the Underwriters so elect, delivery of the Shares may be made by credit through full FAST transfer to the accounts of The Depository Trust Company designated by the Underwriters. (g) It is understood that each Underwriter, individually and not as a representative of the other Underwriters, may (but shall not be obligated to) make payment to the Company on behalf of any Underwriter or Underwriters for any Shares to be purchased by such Underwriter or Underwriters in connection with the Offering. Any such payment by an Underwriter shall not relieve such Underwriter or Underwriters from any of its or their other obligations hereunder.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to each of the Shares to Underwriters, and each of the Underwriter Underwriters agrees, severally and the Underwriter agrees not jointly, to purchase the Shares from the Fund at Company, the price per share number of Initial Securities set forth in across from the Pricing Agreement. (1) If the Fund has elected not to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and name of each Underwriter on Schedule I at the purchase price per share and terms set forth herein and in the Price Determination Agreement. In addition, on the basis of the representations and warranties herein contained and subject to be paid by the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters for to purchase all or a portion of the Shares have each been determined and Option Securities in accordance with the terms set forth herein and in the Pricing Price Determination Agreement, dated . The option hereby granted will expire at 5:00 p.m. on the 30th day after the date hereof, and an amendment to the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by Ryan Beck as representative of the co-managers and the Prospectus will be filed before Underwriters tx xxx Xxxpany setting forth the Registration Statement becomes effective. (2) If number of Option Securities as to which the Fund has elected to rely upon Rule 430A under Underwriters are exercising the Rules option and Regulationsthe time, the purchase price per share to be paid by the Underwriter date and place of payment and delivery for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing AgreementOption Securities. In the event and to the extent the Underwriters elect to purchase the Option Securities as provided herein, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company in accordance with the terms set forth herein and in the Price Determination Agreement, that portion of the number of Option Securities as to which such prices Underwriter shall have not been agreed upon exercised (as adjusted to eliminate fractional shares) determined by multiplying such number of Option Securities by a fraction, the numerator of which is the maximum number of Option Securities which such Underwriter is entitled to purchase set forth opposite the name of such Underwriter on Schedule I hereof and the Pricing Agreement has denomination of which is the maximum numbers of Option Securities that all of the Underwriters are entitled to purchase hereunder. Such time and date of delivery (the "Option Closing Date") shall be determined by Ryan Beck as representative of the co-managers and the Underwriters bxx xxxxx not been executed and delivered by all parties thereto by be later than five full business days after the close exercise of business on said option, nor in any event prior to the fourteenth Closing Time, as hereinafter defined, nor earlier than the second business day following after the date on which the notice of this Agreement, this Agreement the exercise of the option shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriterhave been given. (b) Payment of the purchase price for, and delivery of certificates for, the Shares Common Stock issuable in connection with the Initial Securities shall be made at the office of Brown & Wood LLP, One World Trade Center, New York, New York 10048-0557 or at such other place as shall be agreed upon by the Underwriter and the FundCompany, at 9:00 A.M. 9:30 a. m. on the third business day following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third full business day after execution the effective date of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date)Statement, or at such other time not later earlier than three or more than ten full business days after thereafter as the Underwriters and the Company shall determine (such date and time of payment and delivery being herein called the "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at such place as shall be agreed upon by the Underwriter Company and the Fund Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, against delivery of the Common Stock which comprises the Initial Securities and Option Securities, as the case may be, to the Underwriters. (c) The Common Stock which comprises the Initial Securities and Option Securities, as the case may be, shall be registered in such timename or names as the Underwriters may request in writing at least two business days prior to the Closing Time or the Option Closing Time, as the case may be.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund at Company, the price per share principal amount of the Senior Notes set forth in Schedule I to this Agreement opposite the Pricing Agreement. name of such Underwriter (1) If the Fund has elected not plus any additional amount of Senior Notes that such Underwriter may become obligated to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment pursuant to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2provisions of Section 11 hereof) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase at a price per share to be paid by the Underwriter for the Shares shall be an amount equal to 99.288% of the applicable initial public offering price, less an principal amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriterthereof. (b) Payment of the purchase price for, for and delivery of certificates for, for the Shares Senior Notes shall be made at the office offices of Brown & Wood Troutman Sanders LLP, One World Trade Center600 Peachtree Street, New YorkN.E., New York 10048-0557 or at such other place as shall be agreed upon by Atxxxxx, Gexxxxx xt 10:00 X.X., Xxx Xxxx xxxx, xx Xxxxxxx 00, 0000 (xxxxxx postponed in accordance with the Underwriter and the Fund, at 9:00 A.M. on the third business day following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A provisions of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), Section 11) or such other time not later than ten business days after such time, place or date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such time and date of payment and delivery being herein called the "Closing Date"). Payment shall be made to the Company by wire transfer in federal funds at the Closing Date against delivery of the Senior Notes to Barclays Capital Inc. on behalf of all of the Underwriters. It is understood that each Underwriter has authorized Barclays Capital Inc., for each Underwriter's account, to accept delivery of, receipt for, and make payment of, the principal amount of the Senior Notes which each Underwriter has agreed to purchase. Barclays Capital Inc., individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The delivery of the Senior Notes shall be made in fully registered form, registered in the name of CEDE & CO., to the offices of The Depository Trust Company in New York, New York or its designee, and the Underwriters shall accept such delivery. The certificate(s) for the Senior Notes will be made available for examination by the Representatives not later than 12:00 Noon, New York time, on the last business day prior to the Closing Date.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund Company, at a price per share of $9.0345, the number of Initial Shares set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,987,500 Shares at the price per share set forth in the Pricing Agreement. (1a) If the Fund has elected not to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fundabove. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following option hereby granted will expire 30 days after the date of this AgreementAgreement and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, this Agreement date and place of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall terminate forthwithbe determined by the Representative but shall not be later than seven full business days, without liability nor earlier than two full business days, after the exercise of said option, nor in any party event prior to any other party, except as provided in Section 5Closing Time, unless otherwise agreed to upon by the Fund, the Adviser Representative and the Underwriter.Company. If the option is exercised as to all or any portion of the Option Shares, such Option Shares shall be purchased by the Underwriters, severally and not jointly, in proportion to their respective Initial Share underwriting obligations as set forth in Schedule A. (bc) Payment of the purchase price for, for and delivery of certificates for, for the Initial Shares shall be made at the office offices of Brown Xxxxxxxx & Wood Worcester LLP, One World Trade CenterXxx Xxxx Xxxxxx Xxxxxx, New YorkXxxxxx, New York 10048-0557 Xxxxxxxxxxxxx 00000, or at such other place as shall be agreed upon by the Underwriter Representative and the FundCompany, at 9:00 A.M. on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing this Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Representative and the Fund Company (such time and date of payment and delivery being herein called "Closing Time"). In addition, in the event that the overallotment option described in (b) above is exercised by the Underwriters, payment of the purchase price for and delivery of certificates for the related Option Shares shall be made at the above-mentioned office of Xxxxxxxx & Worcester LLP, or at such other place as shall be mutually agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made by wire transfer of immediately available funds payable to an account designated in writing by the Company against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. The certificates for the Initial Shares and the Option Shares shall be in such authorized denominations and registered in such names as the Representative may request in writing at least one full business day before Closing Time or the Date of Delivery, as the case may be. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of and receipt for, and to make payment of, the purchase price for, the Initial Shares and the Option Shares which it has agreed to purchase. The 11 Representative, individually and not as representative of the several Underwriters may (but shall not be obligated to) make payment of the purchase price for the Initial Shares or the Option Shares to be purchased by any Underwriter whose funds have not been received by Closing Time, but any such payment shall not relieve such Underwriter from its obligations hereunder. The certificates for the Initial Shares and the Option Shares will be made available for examination and packaging by the Representative not later than 10:00 A.M. (Eastern time) on the business day prior to Closing Time or the Date of Delivery, as the case may be.

Sale and Delivery to the Underwriters Closing. (a) On The several commitments of the Underwriters to purchase the Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions herein set forth, the Fund agrees to sell the Shares to the Underwriter and the Underwriter agrees to purchase the Shares from the Fund at the price per share set forth herein or in the Pricing applicable Terms Agreement. (1) If the Fund has elected not to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriter. (b) Payment of the purchase price for, and delivery of certificates for, the Shares Underwritten Securities to be purchased by the Underwriters shall be made at the office offices of Brown & Wood Xxxxxxxx Chance US LLP, One World Trade Center00 Xxxx 00xx Xxxxxx, New YorkXxx Xxxx, New York 10048-0557 Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Underwriter Representatives and the Fund, Operating Partnership at 9:00 A.M. 9:30 a.m. on the fourth business day (or the third business day if required under Rule 15c6-1 of the 1934 Act, or unless postponed in accordance with the provisions of Section 9) following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective applicable Terms Agreement or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or at such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Representatives and the Fund Operating Partnership (each referred to herein as a “Closing Time”). Unless otherwise specified in the applicable Terms Agreement, payment shall be made to the Operating Partnership by wire transfer of Federal or similar same day funds payable to the order of the Operating Partnership against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Underwritten Securities to be purchased by them. The Underwritten Securities shall be in such timedenominations and registered in such names as the Representatives may request in writing at least two business days before the Closing Time. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Underwritten Securities which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Underwritten Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time but any such payment shall not relieve such Underwriter from its obligations hereunder. The notes for the Underwritten Securities will be made available for examination and packaging by the Representatives not later than 10:00 a.m. on the last business day prior to the Closing Time in New York, New York.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund at Company, the price per share principal amount of Senior Notes set forth in Schedule I to this Agreement opposite the Pricing Agreement. name of such Underwriter (1) If the Fund has elected not plus any additional amount of Senior Notes that such Underwriter may become obligated to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment pursuant to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulationsprovisions of Section 10 hereof), the purchase at a price per share to be paid by the Underwriter for the Shares shall be an amount equal to 96.85% of the applicable initial public offering price, less an principal amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriterthereof. (b) Payment of the purchase price for, and delivery of certificates for, for the Shares Senior Notes shall be made at the office offices of Brown & Wood Dewey Ballantine LLP, One World Trade Center1301 Avenue of the Americas, New York, Nex Xxxx xx 00:00 X.M., New York 10048-0557 or at such other place as shall be agreed upon by time, on January 20, 2005 (unless postponed in accordance with the Underwriter and the Fund, at 9:00 A.M. on the third business day following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A provisions of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), Section 10) or such other time not later than ten business days after such time, place or date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such time and date of payment and delivery being herein called the "Closing Date"). Payment shall be made to the Company by wire transfer in federal funds at the Closing Date against delivery of the Senior Notes to the Representatives. It is understood that each Underwriter has authorized the Representatives, for each Underwriter's account, to accept delivery of, receipt for and make payment of the principal amount of the Senior Notes which each Underwriter has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The delivery of the Senior Notes shall be made in fully registered form, registered in the name of CEDE & CO., to the offices of The Depository Trust Company in New York, New York or its designee, and the Underwriters shall accept such delivery. The certificate(s) for the Senior Notes will be made available for examination by the Representatives not later than 12:00 Noon, New York time, on the last business day prior to the Closing Date.

Sale and Delivery to the Underwriters Closing. (a) On Subject to the terms and conditions set forth herein, the Company agrees to sell to each Underwriter, severally and not jointly, and, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, agrees to purchase the Shares from the Fund Company at $_____ per share the number of shares of Underwritten Stock set forth opposite its name in SCHEDULE I plus any additional number of shares of Underwritten Stock that such Underwriter may be obligated to purchase pursuant to Section 9 below. (b) In addition, subject to the terms and conditions set forth herein, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase from the Company up to 375,000 shares of Option Stock at the purchase price per share paid by the Underwriters set forth in Section 2(a) hereof. The option granted by the Pricing Agreement. Company pursuant to this Section 2(b) (1the "OVER-ALLOTMENT OPTION") If will expire automatically at the Fund close of business on the 30th calendar day after (i) the Effective Date, if the Company has elected not to rely upon Rule 430A under the Rules and Act Regulations; or (ii) the Representation Date, if the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund Company has elected to rely upon Rule 430A under the Rules and Act Regulations, and may be exercised in whole or in part at the purchase price per share Closing Date and at one date subsequent to the Closing Date but prior to the expiration of such option only for the purpose of covering over-allotments which may be paid made in connection with the offering and distribution of the Underwritten Stock upon notice by the Underwriter for the Shares shall be an amount equal Representative to the applicable initial public offering price, less an amount Company setting forth the number of shares of Option Stock as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Stock. Any such date (the "OPTION CLOSING DATE") shall be determined by agreement between the Underwriter Representative and may be the Fund. The initial public offering price per share same date as (but not earlier than) the Closing Date, but in no event shall such Option Closing Date be a fixed price earlier than two full business days nor later than seven full business days after the giving of notice of the exercise of such option to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5Company, unless otherwise agreed to upon by the Fund, the Adviser Representative and the UnderwriterCompany. If the Over-Allotment Option is exercised as to all or any portion of the Option Stock, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of shares of Option Stock as to which the Over-Allotment Option is being exercised which the number of shares of Underwritten Stock set forth opposite its name in Schedule I bears to the total number of shares of Underwritten Stock, except as otherwise agreed upon between the Representative and the Company, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of fractional shares. (bc) Payment of the purchase price for, and delivery of certificates forof, the Shares Underwritten Stock to be purchased by the several Underwriters shall be made at the office of Brown & Wood LLP, One World Trade Center, New York, New York 10048-0557 or at such other place as shall be agreed upon by the Underwriter and Representative and, the FundCompany at 10:00 A.M., at 9:00 A.M. New York City time, (i) on the third (3rd) full business day following the first (1st) day that Underwritten Stock is are traded; (ii) if this Agreement is executed and delivered after 9:30 A.M., New York City time, the fourth (4th) full business day following the day that this Agreement is executed and delivered; or (iii) at such other time and date not later than seven (7) full business days following the Registration Statement becomes effective orfirst day that Underwritten Stock is traded as the Representative and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 9(e) hereof), such time and date of payment and delivery being herein called the "CLOSING DATE;" PROVIDED, HOWEVER, that if the Company has not made available to the Representative copies of the Prospectus within the time provided herein, the Representative may, in its sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representative; for purposes of Rule 15c6-1 under the Securities Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payments of funds and delivery of securities for all Underwritten Stock sold. In addition, if the Fund has elected to rely upon Rule 430A Underwriters purchase any or all of the Rules and RegulationsOption Stock, the third business day after execution payment of the Pricing Agreement, (or, if pricing takes purchase price and delivery of certificates for such Option Stock shall be made at such place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Representative and the Fund Company on the Option Closing Date as specified in the relevant notice from the Representative to the Company. (d) Payment shall be made to the Company by wire transfer of same-day federal funds payable to the Company against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Stock to be purchased by them. Certificates for the Stock shall be in such timedenominations and registered in such names as the Representative may request in writing at least two (2) business days before the Closing Date or the Option Closing Date, as the case may be. The certificates for the Stock will be made available for examination and packaging by the Representative not later than 1:00 P.M. New York City time on the last business day prior to the Closing Date or the Option Closing Date, as the case may be, at the offices of the transfer agent for the Common Stock in New York, New York.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject Subject to the terms and conditions herein set forth, the Fund Company agrees to cause the Issuer to issue the Offered Securities and agrees to sell the Shares Offered Securities to each of the Underwriter Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Class A Notes, the Class B Notes and the Underwriter agrees to purchase the Shares from the Fund at the price per share Class C Notes set forth in opposite the Pricing Agreement. (1) If the Fund has elected not to rely upon Rule 430A under the Rules name of such Underwriter, and Regulations, the initial public offering price and at the purchase price per share set forth, in Schedule A hereto. Each class of the Offered Securities shall be represented by one or more definitive global certificates registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"). The Company will cause the Issuer to be paid transfer the Offered Securities in book-entry form to Deutsche Bank Securities Inc. (the "Representative"), for the account of each Underwriter, against payment by the Underwriters for the Shares have Representative (by or on behalf of each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2such Underwriter or otherwise) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriter. (b) Payment of the purchase price fortherefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Offered Securities to the account of the Representative at DTC. The time and date of such delivery of certificates for, the Shares and payment shall be made at the office of Brown & Wood LLP, One World Trade Center, New York10:00 a.m., New York 10048-0557 or at such other place as shall be agreed upon by the Underwriter and the FundCity time, at 9:00 A.M. on the third business day following the date the Registration Statement becomes effective orDecember 4, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), 2003 or such other time not later than ten business days after such and date as shall the Representative and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be agreed upon delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof and the Offered Securities will be delivered at the offices of Wolf, Block, Xxxxxx and Xxxxx-Xxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Closing Location"), all at the Time of Delivery. A meeting will be held at the Closing Location at 10:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the Underwriter parties hereto. For the purposes of this Section 3, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Company will cause the Fund (such timeglobal certificates referred to above to be made available to the Representative for checking at least 24 hours prior to the Time of Delivery at the Closing Location.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund Company, at a price per share of $24.3125, the number of Initial Shares set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,980,000 Preferred Shares at the price per share set forth above plus accrued distributions, if any, from the date of original issue. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the Pricing Agreementpurpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares. (1) If the Fund has elected not to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriter. (bc) Payment of the purchase price for, for and delivery of certificates for, for the Initial Shares shall be made at the office offices of Brown Xxxxxxxx & Wood Worcester LLP, One World Trade CenterXxx Xxxx Xxxxxx Xxxxxx, New YorkXxxxxx, New York 10048-0557 Xxxxxxxxxxxxx 00000, or at such other place as shall be agreed upon by the Underwriter Representatives and the FundCompany, at 9:00 A.M. on the third 4th business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing this Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made by wire transfer of immediately available funds to an account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of and receipt for, and to make payment of the purchase price for the Initial Shares, and the Option Shares, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the several Underwriters may (but shall not be obligated to) make payment of the purchase price for the Initial Shares, and the Option Shares, if any, to be purchased by any Underwriter whose funds have not been received by Closing Time, or the relevant Date of Delivery, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder. (d) The certificates for, or other evidence of, the Initial Shares and the Option Shares, if any, shall be in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the Closing Time or the relevant Date of Delivery, as the case may be. The certificates for, or other evidence of, the Initial Securities and the Option Securities, if any, will be made available for examination and packaging by the Representatives not later than 10:00 A.M. (Eastern time) on the business day prior to Closing Time or the relevant Date of Delivery, as the case may be.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, and the Underwriter each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund at Company, the price per share principal amount of Senior Notes set forth in Schedule I to this Agreement opposite the Pricing Agreement. name of such Underwriter (1) If the Fund has elected not plus any additional amount of Senior Notes that such Underwriter may become obligated to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment pursuant to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2provisions of Section 10 hereof) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase at a price per share to be paid by the Underwriter for the Shares shall be an amount equal to 99.75% of the applicable initial public offering price, less an principal amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriterthereof. (b) Payment of the purchase price for, for and delivery of certificates for, for the Shares Senior Notes shall be made at the office offices of Brown & Wood Troutman Sanders LLP, One World Trade CenterBank of America Plaza, New York600 Peachtree Street, New York 10048-0557 X.X., Xuxxx 0000, Atlanta, Georgia at 10:00 X.X., Xxxxxxx xxxx, xx Xxxxx 00, 0000 xx xxxx xxxxx xxxx, place or at such other place as shall be agreed upon by the Underwriter and the Fund, at 9:00 A.M. on the third business day following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Representative and the Fund Company (such time and date of payment and delivery being herein called the "Closing Date"). Payment shall be made to the Company by wire transfer in federal funds at the Closing Date against delivery of the Senior Notes to the Representative. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the principal amount of the Senior Notes which it has agreed to purchase. The Representative, individually and not as Representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The delivery of the Senior Notes shall be made in fully registered form, registered in the name of CEDE & CO., to the offices of The Depository Trust Company in New York, New York or its designee, and the Underwriters shall accept such delivery. The certificate(s) for the Senior Notes will be made available for examination by the Representative not later than 12:00 Noon, New York time, on the last business day prior to the Closing Date.

Sale and Delivery to the Underwriters Closing. (a) On Subject to the basis of terms and conditions and in reliance upon the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto. (b) The Company grants to the Underwriter and the Underwriter agrees Underwriters an option to purchase all or any part of the Additional Shares at the Initial Price. Additional Shares shall be purchased from the Fund at Company, for the price per share accounts of the Underwriters in proportion to the number of Firm Shares set forth in Schedule I hereto opposite the Pricing Agreement. (1) If name of such Underwriter. Such option may be exercised only to cover over-allotments in the Fund has elected not to rely upon Rule 430A under sale of the Rules and Regulations, the initial public offering price and the purchase price per share to be paid Firm Shares by the Underwriters for the Shares have each been determined and set forth may be exercised in the Pricing Agreement, dated the date hereof, whole or in part at any time and an amendment from time to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following time within 30 days after the date of this Agreement, this Agreement shall terminate forthwithin each case upon written or facsimile notice, without liability of any party to any other partyor verbal or telephonic notice confirmed by written or telegraphic notice, except as provided in Section 5, unless otherwise agreed to by the FundUnderwriters to the Company no later than 12:00 noon, New York City time, on the Adviser business day before the Firm Shares Closing Date (as hereinafter defined) or at least two business days before the Additional Shares Closing Date (as hereinafter defined), as the case may be, setting forth the number of Additional Shares to be purchased and the Underwritertime and date (if other than the Firm Shares Closing Date) of such purchase. (bc) Payment of the purchase price for, and delivery of certificates forof, the Firm Shares to be purchased by the Underwriters shall be made at the office offices of Brown Jefferies & Wood LLPCompany, One World Trade Center000 Xxxxx Xxxxxx, New York0xx Xxxxx, New York 10048-0557 Attention: Syndicate Operations, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Underwriter Representatives and the Fund, Company at 9:00 10:00 A.M. on the third business day following the date the Registration Statement becomes effective or(fourth, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third pricing occurred after 4:30 p.m. on any given day) business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing this Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such timetime and date of payment and delivery being herein called the "Firm Shares Closing Date"). Payment shall be made to the Company by wire transfer and payable in immediately available funds to the order of the Company against delivery to the Underwriters of the Firm Shares. (d) Payment of the purchase price for, and delivery of, the Additional Shares to be purchased by the Underwriters shall be made at the office as set forth above or at such other place as shall be agreed upon by the Representatives and the Company at the time and on the date (which may be the same as, but in no event shall be earlier than, the Firm Shares Closing Date) specified in the notice referred to in Section hereof (such time and date of delivery and payment are called the "Additional Shares Closing Date"). The Firm Shares Closing Date and the Additional Shares Closing Date are called, individually, a "Closing Date" and together, the "Closing Dates". Payment shall be made to the Company by wire transfer and payable in immediately available funds to the order of the Company. (e) The Shares shall be in such denominations and registered in such names as the Representatives may request in writing at least two business days before the Firm Shares Closing Date or, in the case of the Additional Shares, on the day of notice of exercise of the option as described in Section hereof. The Shares will be made available for examination and packaging by the Underwriters not later than 1:00 P.M. on the last business day prior to the Firm Shares Closing Date (or the Additional Shares Closing Date in the case of the Additional Shares) at such place as is designated by the Representatives. If the Representatives so elect, delivery of the Shares may be made by credit through full FAST transfer to the accounts of The Depository Trust Company designated by the Representatives.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund agrees to sell the Shares to the Underwriter Underwriters and the Underwriter agrees Underwriters agree to purchase the Shares from the Fund at the price per share set forth in the Pricing Agreement. (1) If the Fund has elected not to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter Underwriters for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter Underwriters and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter Underwriters and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the UnderwriterUnderwriters. (b) Payment of the purchase price for, and delivery of certificates for, the Shares shall be made at the office of Brown Skadden, Arps, Slate, Xxxxxxx & Wood Xxxx LLP, One World Trade Center0 Xxxxx Xxxxxx, New YorkXxx Xxxx, New York 10048-0557 Xxx Xxxx 00000 or at such other place as shall be agreed upon by the Underwriter Underwriters and the Fund, at 9:00 10:00 A.M. on the third business day following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Underwriters and the Fund (such timetime and date of payment and delivery being herein called "Closing Time"). Payment shall be made to the Fund by Federal funds check or checks or similar same-day funds payable to the order of the Fund, against delivery to the Underwriters for their account of certificates for the Shares to be purchased by the Underwriters. The Series A AMPS and Series B AMPS each shall be represented by a certificate registered in the name of Cede & Co., as nominee for The Depository Trust Company. The certificates for the Shares will be made available for examination and packaging by the Underwriters not later than 10:00 A.M. on the last business day prior to Closing Time.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund at Company, the price per share principal amount of Senior Notes set forth in Schedule I to this Agreement opposite the Pricing Agreement. name of such Underwriter (1) If the Fund has elected not plus any additional amount of Senior Notes that such Underwriter may become obligated to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment pursuant to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulationsprovisions of Section 10 hereof), the purchase at a price per share to be paid by the Underwriter for the Shares shall be an amount equal to 99.347% of the applicable initial public offering price, less an principal amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriterthereof. (b) Payment of the purchase price for, and delivery of certificates for, for the Shares Senior Notes shall be made at the office offices of Brown & Wood Troutman Sanders LLP, One World Trade Center600 Peachtree Street, New YorkNE, New York 10048-0557 or at such other place as shall be agreed upon by Suite 5200, Atlaxxx, Xxxrxxx xx 10:00 X.X., Xxx Xxxx xxxx, xx Xxxxxx 00, 0000 (xxxxxx xxxxxxned in accordance with the Underwriter and the Fund, at 9:00 A.M. on the third business day following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A provisions of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), Section 10) or such other time not later than ten business days after such time, place or date as shall be agreed upon by the Underwriter Representative and the Fund Company (such time and date of payment and delivery being herein called the "Closing Date"). Payment shall be made to the Company by wire transfer in federal funds at the Closing Date against delivery of the certificates for Senior Notes to the Representative. It is understood that each Underwriter has authorized the Representative, for each Underwriter's account, to accept delivery of, receipt for and make payment of the principal amount of the Senior Notes which each Underwriter has agreed to purchase. The Representative, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The delivery of the Senior Notes shall be made in fully registered form, registered in the name of CEDE & CO., to the offices of The Depository Trust Company in New York, New York or its designee, and the Underwriters shall accept such delivery. The certificate(s) for the Senior Notes will be made available for examination by the Representative not later than 12:00 Noon, New York time, on the last business day prior to the Closing Date.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund at Company the price per share aggregate principal amount of the Notes set forth in the Pricing Agreement. (1) If the Fund has elected not Schedule A hereto next to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the their respective names at a purchase price per share of 97.203% of the principal amount of the Notes, plus accrued interest from September 17, 2010, if applicable, together with such additional principal amount of Notes which such Underwriter may become obligated to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment purchase pursuant to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close provisions of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriter10 hereof. (b) Payment of the purchase price for, for and delivery of certificates for, the Shares Notes shall be made made, subject to Section 9, at the office offices of Brown Sxxxxxxx & Wood Worcester LLP, One World Trade CenterOxx Xxxx Xxxxxx Xxxxxx, New YorkXxxxxx, New York 10048-0557 Xxxxxxxxxxxxx 00000, or at such other place as shall be agreed upon by the Underwriter Representatives and the FundCompany, at 9:00 A.M. on the third fifth business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing this Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such timetime and date of payment and delivery being herein called “Closing Time”). Payment shall be made by wire transfer of immediately available funds to an account designated by the Company against delivery to the Representatives of the Notes to be purchased by the Underwriters. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, and receipt for, and to make payment of the purchase price for, the Notes which it has severally agreed to purchase. The Representatives, individually, and not as representatives of the several Underwriters may (but shall not be obligated to) make payment of the purchase price for the Notes to be purchased by any Underwriter whose funds have not been received by Closing Time, but any such payment shall not relieve such Underwriter from its obligations hereunder. The Notes shall be in such authorized denominations and registered in such names as the Representatives may request in writing at least one business day before Closing Time.

Sale and Delivery to the Underwriters Closing. (a) On Subject to the terms and conditions set forth herein: (i) The Company agrees to sell to each Underwriter, severally and not jointly, and, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, agrees to purchase the Shares from the Fund Company, at the a purchase price of $___________ per share (the "Initial Price"), the aggregate number of Firm Shares that bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in the Pricing Agreement. Schedule II (1) If the Fund has elected not to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the or such number of Firm Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except increased as provided in Section 5, unless otherwise agreed 9 hereof) bears to the aggregate number of Firm Shares to be sold by the FundCompany and the Selling Stockholders, subject to such adjustment as the Representatives may approve to eliminate fractional shares. The Company will have no obligation to sell to the Underwriters any of such Firm Shares that are being issued and sold by the Company hereunder unless the Underwriters purchase all of the Firm Shares hereunder. (ii) Each Selling Stockholder agrees, severally and not jointly, to sell to each Underwriter, severally and not jointly, and, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder Xxxxxxxxx & Company, Inc. Bear, Xxxxxxx & Co. Inc. Xxxxxxx Xxxx & Company L.L.C. , 1997 Page 15 at the Initial Price, the Adviser aggregate number of Firm Shares that bears the same proportion to the aggregate number of Firm Shares to be sold by such Selling Stockholder as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number of Firm Shares increased as provided in Section 9 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the UnderwriterSelling Stockholders, subject to such adjustment as the Representatives may approve to eliminate fractional shares. No Selling Stockholder will have any obligation to sell to the Underwriters any of the Firm Shares to be sold by such Selling Stockholder hereunder unless the Underwriters purchase all of the Firm Shares hereunder. (b) The Company grants to the Underwriters an option to purchase all or any part of the Additional Shares at the Initial Price. Additional Shares shall be purchased from the Company, severally and not jointly, for the accounts of the Underwriters in proportion to the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter. Such option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as hereinafter defined), and only once thereafter within 30 days after the date of the Prospectus, in each case upon written or telegraphic notice, or oral or telephonic notice confirmed by written or facsimile notice, by the Underwriters to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Additional Shares Closing Date (as hereinafter defined), as the case may be, setting forth the number of Additional Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase. (c) Payment of the purchase price for, and delivery of certificates forof, the Firm Shares shall be made at the office offices of Brown Xxxxxxxxx & Wood LLPCompany, One World Trade CenterInc., New York00 Xxxxxxxx, New York 10048-0557 Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Underwriter Underwriters and the FundCompany, at 9:00 A.M. 10:00 A.M., New York City time, on the third (or, if pricing occurs after 4:30 p.m., New York City time, on any given day, on the fourth) business day following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date)hereof, or such other time not later than ten 10 business days after such date as shall be agreed upon by the Underwriter Underwriters and the Fund Company (such time and date of payment and delivery being herein called the "Firm Shares Closing Date"). Payment shall be made to the Company and the Selling Stockholders, as the case may be, by certified or official bank check or checks drawn in New York Clearing House funds (or similar next day funds) or by wire transfer in next day funds payable to the order of the Company or the Selling Stockholders, as applicable, against delivery to the Underwriters of the Firm Shares. Xxxxxxxxx & Company, Inc. Bear, Xxxxxxx & Co. Inc. Xxxxxxx Xxxx & Company L.L.C. , 1997 Page 16 (d) Payment of the purchase price for, and delivery of, the Additional Shares to be purchased by the Underwriters shall be made at the office as set forth above or at such other place as shall be agreed upon by the Underwriters and the Company at the time and on the date (which may be the same as, but in no event shall be earlier than, the Firm Shares Closing Date) specified in the notice referred to in Section 2(b) (such time and date of delivery and payment being herein called the "Additional Shares Closing Date"). The Firm Shares Closing Date and the Additional Shares Closing Date are called, individually, the "Closing Date" and together, the "Closing Dates". Payment shall be made to the Company by certified or official bank check or checks drawn in New York Clearing House funds (or similar next day funds) or by wire transfer in next day funds payable to the order of the Company against delivery to the Underwriters of the Additional Shares. (e) Certificates representing the Shares shall be in such denominations and registered in such names as the Underwriters may request in writing at least two business days before the Firm Shares Closing Date or, in the case of Additional Shares, on the day of notice of exercise of the option as described in Section 2(b). The certificates representing the Shares will be made available for examination and packaging by the Underwriters not later than 1:00 P.M., New York City time, on the last business day prior to the Firm Shares Closing Date (or the Additional Shares Closing Date in the case of the Additional Shares) at such place as is designated by the Underwriters.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject Subject to the terms and conditions herein set forth, (i) the Fund Selling Stockholder agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling Stockholder, at a purchase price per share of $26.88075, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto, and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Selling Stockholder agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling Stockholder, at the purchase price per share set forth in clause (i) of this Section 2(a), that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the Underwriter agrees denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. (b) The Selling Stockholder hereby grants to the Shares from Underwriters the Fund right to purchase at their election up to 2,530,880 Optional Shares, at the purchase price per share set forth in the Pricing Agreement. (1) If the Fund has elected not to rely upon Rule 430A under the Rules and Regulationsparagraph above, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth sole purpose of covering over-allotments in the Pricing Agreement, dated sale of the date hereof, and an amendment Firm Shares. Any such election to purchase Optional Shares may be exercised only by written notice from you to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and RegulationsSelling Stockholder, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be given within a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close period of business on the fourteenth business day following 30 calendar days after the date of this AgreementAgreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, this Agreement shall terminate forthwith, without liability as determined by you but in no event earlier than the First Time of any party to any other party, except as provided in Section 5Delivery or, unless otherwise agreed to by the Fund, the Adviser you and the Underwriter. (b) Payment of the purchase price forSelling Stockholder otherwise agree in writing, and delivery of certificates for, the Shares shall be made at the office of Brown & Wood LLP, One World Trade Center, New York, New York 10048-0557 earlier than two or at such other place as shall be agreed upon by the Underwriter and the Fund, at 9:00 A.M. on the third business day following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after the date of such notice. (c) Upon the authorization by the Selling Stockholder of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Prospectus. (d) The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as Goldman, Sachs & Co. may request upon at least forty-eight hours' priox xxxxxe xx xxe Selling Stockholder shall be delivered by or on behalf of the Selling Stockholder to Goldman, Sachs & Co., through the facilities of the Depository Trust Cxxxxxx ("DTC"), for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Selling Stockholder to Goldman, Sachs & Co. at least forty-eight hours in advance. The Companx xxxx caxxx xhe certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., New York time, on December 19, 2001 or such other time and date as Goldman, Sachs & Co. and the Selling Stockholder may agree upon in wrixxxx, xnd, with respect to the Optional Shares, 9:30 a.m., New York time, on the date specified by Goldman, Sachs & Co. in the written notice given by Goldman, Sachs & Cx. xx xhe Xxxxrwriters' election to purchase such Opxxxxxx Shares, or such other time and date as Goldman, Sachs & Co. and the Selling Stockholder may agree upon in wrixxxx. Xucx xxxe and date for delivery of the Firm Shares is herein called the "First Time of Delivery", such time and date for delivery of the Optional Shares, if not the First Time of Delivery, is herein called the "Second Time of Delivery", and each such time and date for delivery is herein called a "Time of Delivery". The Representatives, individually and not as representatives of the Underwriters may (but shall not be agreed upon obligated to) make payments of the purchase price for the Firm Shares or the Optional Shares, if any, to be purchased by any Underwriter whose funds have not been received by the applicable Time of Delivery, but any such payment shall not relieve such Underwriter from its obligations hereunder. (e) The documents to be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross receipt for the Shares and any additional documents requested by the Fund Underwriters pursuant to Section 5(f) hereof will be delivered at the offices of Clifford Chance Rogers & Wells LLP, 200 Park Avenue, New York, New Yorx 00000 (the "Clxxxxx Locxxxxx"), anx xxx Xxxxxx xxxx xx xxxxxxxxx xx xxx Xxxignated Office, all at such Time of Delivery. A meeting will be held at the Closing Location at 2 p.m., New York City time, on the New York Business Day next preceding such Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 2, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Sale and Delivery to the Underwriters Closing. (a) On Subject to the terms and conditions set forth herein, and subject to adjustments as you may determine to avoid fractional shares: (i) purchase from the Company, at a purchase price of _____________ per share (the "Initial Price"), the aggregate number of Primary Shares that bears that same proportion to the aggregate number of Primary Shares to be issued and sold by the Company as the number of shares set forth opposite the name of such Underwriter in Schedule II (or such number of Primary Shares increased as provided in Section 9 hereof) bears to the aggregate number of Shares to be sold by the Company and the Selling Shareholders. The Company will have no obligation to sell to the Underwriters any of such Primary Shares that are being issued and sold by the Company hereunder unless the Underwriters purchase all of the Primary Shares hereunder; and (ii) the Selling Shareholders agree, severally and not jointly, to sell to each Underwriter, severally and not jointly, and, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, agrees to purchase the Shares from the Fund Selling Shareholders at the price per share Initial Price, the aggregate number of Shareholders' Shares that bears the same proportion to the aggregate number of Shareholders' Shares to be sold by the Selling Shareholder as the number of Shareholders' Shares set forth opposite the name of such Underwriter in the Pricing Agreement. Schedule II hereto (1) If the Fund has elected not to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the or such number of Shareholders' Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except increased as provided in Section 5, unless otherwise agreed 9 hereof) bears to the aggregate number of Shares to be sold by the Fund, the Adviser Company and the UnderwriterSelling Shareholders, and the Selling Shareholders will have no obligation to sell to the Underwriters any of the Shareholders' Shares to be sold by the Selling Shareholders hereunder unless the Underwriters purchase all of such Shareholders' Shares hereunder. (b) Payment The Company grants to the Underwriters an option to purchase all or any part of the purchase price for, and delivery of certificates for, Additional Shares at the Initial Price. Additional Shares shall be made purchased from the Company, severally and not jointly, for the accounts of the Underwriters in proportion to the number of Primary Shares set forth in Schedule II hereto opposite the name of such Underwriter. Such option may be exercised only to cover over-allotments in the sale of the Primary Shares by the Underwriters and may be exercised in whole or in part at the office of Brown & Wood LLP, One World Trade Center, New Yorkany time on or before 12:00 noon, New York 10048-0557 or at such other place as shall be agreed upon by the Underwriter and the FundCity time, at 9:00 A.M. on the third business day following before the date the Registration Statement becomes effective orPrimary Shares Closing Date (as hereinafter defined), if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day only once thereafter within 30 days after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing AgreementProspectus, in each case upon written or telegraphic notice, or oral or telephonic notice confirmed by written or facsimile notice, by the Underwriters to the Company no later than 12:00 noon, New York City time, on the business day before the Primary Shares Closing Date or at least two business days before the Additional Shares Closing Date (as hereinafter defined), as applicablethe case may be, setting forth the fourth business day after number of Additional Shares to be purchased and the time and date (if other than the Primary Shares Closing Date) of such applicable datepurchase. (c) Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Underwriters and the Fund Company ( such time and date of payment and delivery being herein called the "Primary Shares Closing Date"). Payment shall be made to the Company and the Selling Shareholders, as the case may be, by wire transfer in same day funds payable to the order of the Company or the Selling Shareholders, as applicable, against delivery to the Underwriters of the Primary Shares or Shareholders' Shares. (d) Payment of the purchase price for, and delivery of, the Additional Shares to be purchased by the Underwriters shall be made at the office as set forth above or at such other place as shall be agreed upon by the Underwriters and the Company at the time and on the date (which may be the same as, but in no event shall be earlier than, the Primary Shares Closing Date) specified in the notice referred to in Section 2(b) (such time and date of delivery and payment being herein called the "Additional Shares Closing Date"). The Primary Shares Closing Date and the Additional Shares Closing Date are called, individually, the "Closing Date" and together, the "Closing Dates." Payment shall be made to the Company by wire transfer in same day funds payable to the order of the Company against delivery to the Underwriters of the Additional Shares. (e) Certificates representing the Shares shall be issued in such denominations and registered in such names as the Underwriters may request in writing at least two business days before the Primary Shares Closing Date or, in the case of Additional Shares, on the day of notice of exercise of the option as described in Section 2(b). The certificates representing the Shares will be made available for examination and packaging by the Underwriters not later than 1:00 P.M., New York City time, on the last business day prior to the Primary Shares Closing Date (or the Additional Shares Closing Date in the case of the Additional Shares) at such place as is designated by the Underwriters.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, and the Underwriter each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund Company, at the price per share Security set forth in the Pricing Agreement. (1) If the Fund has elected not to rely upon Rule 430A under the Rules and RegulationsSchedule I hereto, the initial public offering price and respective principal amounts of the purchase price per share to be paid by the Underwriters for the Shares have each been determined and Securities set forth in opposite the Pricing Agreementname of the such Underwriter, dated plus any additional principal amount of the date hereof, and an amendment Securities which such Underwriter may become obligated to purchase pursuant to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fundprovisions of Section 10 hereof. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriter. (b) Payment Delivery of and payment for the purchase price for, and delivery of certificates for, the Shares Securities shall be made at the office offices of Brown LeBoeuf, Lamb, Greexx & Wood LLPXacRxx, One World Trade CenterX.L.P, New York125 Xxxx 00xx Xxxxxx, New York 10048-0557 or Xxx Xxxx, Xxx Xxxx 00000, xx at such other place as shall be agreed upon by the Underwriter Representatives and the FundCompany, at 9:00 A.M. a.m., New York City time, on the third business day following the date the Registration Statement becomes effective or(fourth, if the Fund has elected to rely upon Rule 430A pricing of the Rules and RegulationsSecurities occurs after 4:30 p.m., the third New York City time, on any given day) business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of this Agreement (unless postponed in accordance with the Pricing Agreement, as applicable, the fourth business day after such applicable dateprovisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such time and date of payment and delivery being referred to herein as the "Closing Date"). (c) On the Closing Date, the Company shall deliver the Securities to The Depository Trust Company, on behalf of the Representatives, for the account of each Underwriter against payment to the Company by wire transfer of immediately available funds to a bank account designated by the Company. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. Morgxx Xxxnxxx, xxdividually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. (d) Upon delivery, the Securities shall be in registered form and in such denominations as set forth on Schedule I hereto. The certificate or certificates representing the Securities shall be registered in the name of Cede & Co., and shall be made available for inspection by the Representatives in New York, New York not later than 10:00 a.m., New York City time, on the business day prior to the Closing Date.

Sale and Delivery to the Underwriters Closing. (a) On The several commitments of the Underwriters to purchase the Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions set forth herein or in the applicable Terms Agreement. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund agrees to sell Company may grant, if so provided in the Shares applicable Terms Agreement relating to the Underwriter Initial Underwritten Securities, an option to the Underwriters named in such Terms Agreement, severally and not jointly, to purchase up to the number of Option Securities set forth therein at the same price per Option Security as is applicable to the Initial Underwritten Securities. Such option, if granted, will expire 30 days (or such lesser number of days as may be specified in the applicable Terms Agreement) after the Representation Date relating to the Initial Underwritten Securities, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time, date and place of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full business days nor earlier than two full business days after the exercise of said option, nor in any event prior to the Closing Time, unless otherwise agreed upon by the Representatives and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Underwritten Securities each such Underwriter agrees has severally agreed to purchase the Shares from the Fund at the price per share as set forth in the Pricing applicable Terms Agreement bears to the total number of Initial Underwritten Securities (except as otherwise provided in the applicable Terms Agreement), subject to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional Underwritten Securities. (1) If the Fund has elected not to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriter. (bc) Payment of the purchase price for, and delivery of certificates for, the Shares Underwritten Securities to be purchased by the Underwriters shall be made at the office offices of Brown Xxxxxxxx Chance Xxxxxx & Wood Xxxxx LLP, One World Trade Center000 Xxxx Xxxxxx, New YorkXxx Xxxx, New York 10048-0557 Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Underwriter Representatives and the Fund, Company at 9:00 A.M. 9:30 a.m. on the fourth business day (or the third business day if required under Rule 15c6-1 of the 1934 Act, or unless postponed in accordance with the provisions of Section 9) following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective applicable Terms Agreement or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or at such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Representatives and the Fund Company (each referred to herein as a "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such timeOption Securities shall be made at the above-mentioned offices of Xxxxxxxx Chance Xxxxxx & Xxxxx LLP, or at such other place as shall be agreed upon by the Representatives and the Company on each Date of Delivery as specified in the notice from the Representatives to the Company. Unless otherwise specified in the applicable Terms Agreement, payment shall be made to the Company by wire transfer of Federal or similar same day funds payable to the order of the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Underwritten Securities to be purchased by them. Certificates for the Underwritten Securities and the Option Securities, if any, shall be in such denominations and registered in such names as the Representatives may request in writing at least two business days before the Closing Time or the relevant Date of Delivery, as the case may be. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Underwritten Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Underwritten Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder. The certificates for the Initial Underwritten Securities and the Option Securities, if any, will be made available for examination and packaging by the Representatives not later than 10:00 a.m. on the last business day prior to the Closing Time or the relevant Date of Delivery, as the case may be, in New York, New York.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund Company, at a price per share of $24.2125 plus accrued distributions, if any, from (but excluding) the date of original issue, the number of Initial Shares set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) In addition, on the basis of the representations and warranties herein included and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,650,000 Preferred Shares at the price per share set forth in the Pricing Agreement. (1Section 2(a) If the Fund has elected not to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fundabove. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following option hereby granted will expire 30 days after the date of this AgreementAgreement and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, this Agreement date and place of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall terminate forthwithbe determined by the Representatives but shall not be later than seven full business days, without liability nor earlier than two full business days, after the exercise of said option, nor in any party event prior to any other party, except as provided in Section 5Closing Time, unless otherwise agreed to upon by the Fund, the Adviser Representatives and the Underwriter.Company. If the option is exercised as to all or any portion of the Option Shares, such Option Shares shall be purchased by the Underwriters, severally and not jointly, in proportion to their respective Initial Share underwriting obligations as set forth in Schedule A. (bc) Payment of the purchase price for, for and delivery of certificates for, for the Initial Shares shall be made at the office offices of Brown Xxxxxxxx & Wood Worcester LLP, One World Trade CenterXxx Xxxx Xxxxxx Xxxxxx, New YorkXxxxxx, New York 10048-0557 Xxxxxxxxxxxxx 00000, or at such other place as shall be agreed upon by the Underwriter Representatives and the FundCompany, at 9:00 A.M. on the third fourth business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing this Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such time and date of payment and delivery being herein called "Closing Time"). In addition, in the event that the over-allotment option described in Section 2(b) above is exercised by the Underwriters, payment of the purchase price for and delivery of certificates for the related Option Shares shall be made at the above-mentioned office of Xxxxxxxx & Worcester LLP, or at such other place as shall be mutually agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made by wire transfer of immediately available funds to an account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Preferred Shares to be purchased by them. The certificates for the Initial Shares and the Option Shares shall be in such authorized denominations and registered in such names as the Representatives may request in writing at least two full business days before Closing Time or the Date of Delivery, as the case may be. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of and receipt for, and to make payment of, the purchase price for, the Initial Shares and the Option Shares which it has agreed to purchase. The Representatives, individually and not as representatives of the several Underwriters may (but shall not be obligated to) make payment of the purchase price for the Initial Shares or the Option Shares to be purchased by any Underwriter whose funds have not been received by Closing Time, but any such payment shall not relieve such Underwriter from its obligations hereunder. The certificates for the Initial Shares and the Option Shares will be made available for examination and packaging by the Representatives not later than 10:00 A.M. (Eastern time) on the business day prior to Closing Time or the Date of Delivery, as the case may be.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund agrees Offerors agree to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund Offerors, at the price per share and on such terms set forth in the Pricing Agreement. (1) If the Fund has elected not to rely upon Rule 430A under the Rules and RegulationsSchedule B, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and number of Offered Securities set forth in Schedule A opposite the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that name of such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriter. (b) Payment of the purchase price for, and delivery of certificates forof, any Offered Securities to be purchased by the Shares Underwriters shall be made at the office offices of Brown Xxxxx, Xxxxx & Wood LLPXxxxx, One World Trade Center000 Xxxxx XxXxxxx Xxxxxx, New YorkXxxxxxx, New York 10048-0557 Xxxxxxxx, or at such other place as shall be agreed upon by the Underwriter Representatives and the FundCompany, at 9:00 A.M. on the third business day following (unless postponed in accordance with the provisions of Section 9) after the date hereof, unless the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place Offered Securities are priced after 4:30 P.M. p.m. New York time in which case such payment and delivery will be made on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable datefollowing the date hereof (unless postponed in accordance with the provisions of Section 9), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such timetime and date being referred to as a "Closing Time"). Payment shall be made to the Trust by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives for the respective accounts of the Underwriters of the Offered Securities to be purchased by them. It is understood that each Underwriter has authorized Xxxxxxx Xxxxx, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Offered Securities which it has severally agreed to purchase. Xxxxxxx Xxxxx, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Offered Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time but such payment shall not relieve such Underwriter from its obligations hereunder. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the proceeds of the sale of the Trust Preferred Securities will ultimately be used to purchase the Subordinated Debentures of the Company, the Company hereby agrees to pay at Closing Time to Xxxxxxx Xxxxx, for the accounts of the several Underwriters, a commission per Trust Preferred Security set forth on Schedule B hereto. At the Closing Time, the Company will pay, or cause to be paid, the commission payable at such time to the Underwriters under this Section 2 by wire transfer of immediately available funds to a bank account designated by Xxxxxxx Xxxxx for the account of the Underwriters. (c) Certificates for the Offered Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least one business day before the Closing Time. The certificates for the Offered Securities, which may be in temporary form, will be made available for examination and packaging by the Representatives in New York City not later than 10:00 a.m. (Eastern Time) on the last business day prior to the Closing Time.

Sale and Delivery to the Underwriters Closing. (a) On Subject to the terms and conditions set forth herein, and subject to adjustments as you may determine to avoid fractional shares: (i) the Company agrees to sell to each Underwriter, severally and not jointly, and, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, agrees to purchase the Shares from the Fund Company, at the a purchase price of $__________ per share (the "Initial Price"), the aggregate number of Firm Shares that bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in the Pricing Agreement. Schedule I (1) If the Fund has elected not to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the or such number of Firm Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except increased as provided in Section 5, unless otherwise agreed 9 hereof) bears to the aggregate number of Firm Shares to be sold by the FundCompany and the Selling Stockholder. The Company will have no obligation to sell to the Underwriters any of such Firm Shares that are being issued and sold by the Company hereunder unless the Underwriters purchase all of the Firm Shares hereunder; and (ii) the Selling Stockholder agrees, severally and not jointly, to sell to each Underwriter, severally and not jointly, and, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Underwriter, severally and not jointly, agrees to purchase from the Selling Stockholder at the Initial Price, the Adviser aggregate number of Firm Shares that bears the same proportion to the aggregate number of Firm Shares to be sold by the Selling Stockholder as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares increased as provided in Section 9 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the UnderwriterSelling Stockholder, and the Selling Stockholder will have no obligation to sell to the Underwriters any of the Firm Shares to be sold by the Selling Stockholder hereunder unless the Underwriters purchase all of such Firm Shares hereunder. (b) The Company grants to the Underwriters an option to purchase all or any part of the Additional Shares at the Initial Price. Additional Shares shall be purchased from the Company, severally and not jointly, for the accounts of the Underwriters in proportion to the Jeffxxxxx & Xompany, Inc. Prudential Securities Incorporated Johnxxx Xxxe & Company March 2_, 1997 Page 12 number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter. Such option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as hereinafter defined), and only once thereafter within 30 days after the date of the Prospectus, in each case upon written or telegraphic notice, or oral or telephonic notice confirmed by written or facsimile notice, by the Underwriters to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Additional Shares Closing Date (as hereinafter defined), as the case may be, setting forth the number of Additional Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase. (c) Payment of the purchase price prices for, and delivery of certificates forof, the Firm Shares to be purchased by the Underwriters shall be made at the office offices of Brown Jeffxxxxx & Wood LLPXompany, One World Trade CenterInc., New York39 Bxxxxxxx, New York 10048-0557 or Xxx Xxxx, Xxx Xxxx 00000, xx at such other place as shall be agreed upon by the Underwriter Underwriters and the FundCompany, at 9:00 A.M. 10:00 A.M., New York City time, on the third or fourth business day following the date of the Registration Statement becomes effective (or, if the Fund has Company elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable430A, the fourth business day after such applicable datethe date of execution of this Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Underwriters and the Fund Company (such time and date of payment and delivery being herein called the "Firm Shares Closing Date"). Payment shall be made to the Company and the Selling Stockholder, as the case may be, by wire transfer or in same day funds payable to the order of the Company or the Selling Stockholder, as applicable, against delivery to the Underwriters of the Firm Shares. (d) Payment of the purchase price for, and delivery of, the Additional Shares to be purchased by the Underwriters shall be made at the office as set forth above or at such other place as shall be agreed upon by the Underwriters and the Company at the time and on the date (which may be the same as, but in no event shall be earlier than, the Firm Shares Closing Date) specified in the notice referred to in Section (such time and date of delivery and payment being herein called the "Additional Shares Closing Date"). The Firm Shares Closing Date and the Additional Shares Closing Date are called, individually, the "Closing Date" and together, the "Closing Dates". Payment shall be made to the Company by wire transfer in same day funds payable to the order of the Company against delivery to the Underwriters of the Additional Shares. (e) Certificates representing the Shares shall be in such denominations and registered in such names as the Underwriters may request in writing at least two business days before the Firm Shares Closing Date or, in the case of Additional Shares, on the day of notice of exercise of the option as described in Section . The certificates representing the Shares will be made available for examination and packaging by the Underwriters not later than 1:00 P.M., New York City time, on the last business day prior to the Firm Shares Closing Date (or the Additional Shares Closing Date in the case of the Additional Shares) at such place as is designated by the Underwriters.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund Company, at a price per share of $24.2125 plus accrued distributions, if any, from (but excluding) the date of original issue, the number of Initial Shares set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) In addition, on the basis of the representations and warranties herein included and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,200,000 Preferred Shares at the price per share set forth in the Pricing Agreement. (1Section 2(a) If the Fund has elected not to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fundabove. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following option hereby granted will expire 30 days after the date of this AgreementAgreement and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, this Agreement date and place of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall terminate forthwithbe determined by the Representatives but shall not be later than seven full business days, without liability nor earlier than two full business days, after the exercise of said option, nor in any party event prior to any other party, except as provided in Section 5Closing Time, unless otherwise agreed to upon by the Fund, the Adviser Representatives and the Underwriter.Company. If the option is exercised as to all or any portion of the Option Shares, such Option Shares shall be purchased by the Underwriters, severally and not jointly, in proportion to their respective Initial Share underwriting obligations as set forth in Schedule A. (bc) Payment of the purchase price for, for and delivery of certificates for, for the Initial Shares shall be made at the office offices of Brown Xxxxxxxx & Wood Worcester LLP, One World Trade CenterXxx Xxxx Xxxxxx Xxxxxx, New YorkXxxxxx, New York 10048-0557 Xxxxxxxxxxxxx 00000, or at such other place as shall be agreed upon by the Underwriter Representatives and the FundCompany, at 9:00 A.M. on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing this Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such time and date of payment and delivery being herein called "Closing Time"). In addition, in the event that the over-allotment option described in Section 2(b) above is exercised by the Underwriters, payment of the purchase price for and delivery of certificates for the related Option Shares shall be made at the above-mentioned office of Xxxxxxxx & Worcester LLP, or at such other place as shall be mutually agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made by wire transfer of immediately available funds payable to the order of the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Preferred Shares to be purchased by them. The certificates for the Initial Shares and the Option Shares shall be in such authorized denominations and registered in such names as the Representatives may request in writing at least two full business days before Closing Time or the Date of Delivery, as the case may be. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of and receipt for, and to make payment of, the purchase price for, the Initial Shares and the Option Shares which it has agreed to purchase. The Representatives, individually and not as representatives of the several Underwriters may (but shall not be obligated to) make payment of the purchase price for the Initial Shares or the Option Shares to be purchased by any Underwriter whose check has not been received by Closing Time, but any such payment shall not relieve such Underwriter from its obligations hereunder. The certificates for the Initial Shares and the Option Shares will be made available for examination and packaging by the Representatives not later than 10:00 A.M. (Eastern time) on the business day prior to Closing Time or the Date of Delivery, as the case may be.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject Subject to the terms and conditions and in reliance upon the representations, warranties, covenants and agreements herein set forth, the Fund Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $10.34 per share (the "Purchase Price"), that number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the aggregate number of Firm Shares, subject to adjustment in accordance with Section 10 hereof. (b) Subject to the terms and conditions and in reliance upon the representations, warranties, covenants and agreements herein set forth, each such Selling Stockholder agrees, severally and not jointly, to sell to the Underwriters, and each Underwriter agrees agrees, severally and not jointly, to purchase the Shares from the Fund such Selling Stockholder, at the price per share Purchase Price, that number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be sold by such Selling Stockholder as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the aggregate number of Firm Shares, subject to adjustment in accordance with Section 10 hereof. (c) Each Selling Stockholder listed on Schedule II as a seller of Additional Shares, grants, severally and not jointly, to the Underwriters an option to purchase all or any part of such Additional Shares at the Purchase Price. Subject to the terms and conditions and in reliance upon the representations, warranties, covenants and agreements herein set forth, Additional Shares may be purchased from such Selling Stockholders, for the accounts of the respective Underwriters in the same proportion that the number of Firm Shares set forth in Schedule I hereto opposite the Pricing Agreement. (1) If name of such Underwriter bears to the Fund has elected not total number of Firm Shares. Such option may be exercised only to rely upon Rule 430A under cover over-allotments in the Rules and Regulations, sale of the initial public offering price and the purchase price per share to be paid Firm Shares by the Underwriters for the Shares have each been determined and set forth may be exercised in the Pricing Agreement, dated the date hereof, whole or in part at any time and an amendment from time to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following time within 30 days after the date of this Agreement, this Agreement shall terminate forthwithin each case upon written or facsimile notice, without liability of any party to any other partyor verbal or telephonic notice confirmed by written or telegraphic notice, except as provided in Section 5, unless otherwise agreed to by the FundUnderwriters to such Selling Stockholder no later than 12:00 noon, New York City time, on the Adviser business day before the Firm Shares Closing Date (as hereinafter defined) or at least two business days before the Additional Shares Closing Date (as hereinafter defined), as the case may be, setting forth the number of Additional Shares to be purchased and the Underwritertime and date (if other than the Firm Shares Closing Date) of such purchase. (bd) Payment of the purchase price for, and delivery of certificates forof, the Firm Shares to be purchased by the Underwriters shall be made at the office offices of Brown Jefferies & Wood LLPCompany, One World Trade CenterInc., New York000 Xxxxxxx Xxxxxx, New York 10048-0557 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Underwriter Underwriters and the FundCompany at 10:00 A.M., at 9:00 A.M. New York City time, on the third business day following the date the Registration Statement becomes effective or(fourth, if the Fund has elected to rely upon Rule 430A of the Rules and Regulationspricing occurred after 4:30 P.M., the third New York City time, on any given day) business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing this Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Underwriters and the Fund Company (such time and date of payment and delivery being herein called the "Firm Shares Closing Date"). Payment shall be made to the Company and such Selling Stockholders by wire transfer and payable in immediately available funds to the order of the Company and such Selling Stockholders against delivery to the Underwriters of the Firm Shares. (e) Payment of the purchase price for, and delivery of, the Additional Shares to be purchased by the Underwriters shall be made at the offices as set forth above or at such other place as shall be agreed upon by the Underwriters and the Company at the time and on the date (which may be the same as, but in no event shall be earlier than, the Firm Shares Closing Date) specified in the notice referred to in Section 3(c) hereof (such time and date of delivery and payment are called the "Additional Shares Closing Date"). The Firm Shares Closing Date and the Additional Shares Closing Date are called, individually, a "Closing Date" and together, the "Closing Dates." Payment shall be made to such Selling Stockholders by wire transfer and payable in immediately available funds to the order of such Selling Stockholders against delivery to the Underwriters of the applicable Additional Shares. (f) The Shares shall be in such denominations and registered in such names as the Underwriters may request in writing at least two business days before the Firm Shares Closing Date or, in the case of the Additional Shares, on the day of notice of exercise of the option as described in Section 3(c) hereof. The Shares will be made available for examination and packaging by the Underwriters not later than 1:00 P.M., New York City time, on the last business day prior to the Firm Shares Closing Date (or the Additional Shares Closing Date in the case of the Additional Shares) at such place as is reasonably designated by the Underwriters. If the Underwriters so elect, delivery of the Shares may be made by credit through full FAST transfer to the accounts of The Depository Trust Company designated by the Underwriters. (g) It is understood that each Underwriter, individually and not as a representative of the other Underwriters, may (but shall not be obligated to) make payment to the Company or any Selling Stockholder, as the case may be, on behalf of any Underwriter or Underwriters for any Shares to be purchased by such Underwriter or Underwriters in connection with the Offering. Any such payment by an Underwriter shall not relieve such Underwriter or Underwriters from any of its or their other obligations hereunder.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, and the Underwriter each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund at Company, the price per share principal amount of Senior Notes set forth in Schedule I to this Agreement opposite the Pricing Agreement. name of such Underwriter (1) If the Fund has elected not plus any additional amount of Senior Notes that such Underwriter may become obligated to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment pursuant to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulationsprovisions of Section 10 hereof), the purchase at a price per share to be paid by the Underwriter for the Shares shall be an amount equal to 98.398% of the applicable initial public offering price, less an principal amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriterthereof. (b) Payment of the purchase price for, and delivery of certificates for, for the Shares Senior Notes shall be made at the office offices of Brown & Wood Troutman Sanders LLP, One World Trade Center600 Peachtree Street, New YorkNE, New York 10048-0557 or Suite 5200, Xxxxxxx, Xxxxxxa at such other place as shall be agreed upon by 10:00 X.X., Xxx Xxxx xxxx, xx Xxxxxxx 00, 0000 (xxxxxx postponed in accordance with the Underwriter and the Fund, at 9:00 A.M. on the third business day following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A provisions of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), Section 10) or such other time not later than ten business days after such time, place or date as shall be agreed upon by the Underwriter Representative and the Fund Company (such time and date of payment and delivery being herein called the "Closing Date"). Payment shall be made to the Company by wire transfer in federal funds at the Closing Date against delivery of the Senior Notes to the Representative. It is understood that each Underwriter has authorized the Representative, for each Underwriter's account, to accept delivery of, receipt for, and make payment of the principal amount of the Senior Notes which each Underwriter has agreed to purchase. The Representative, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The delivery of the Senior Notes shall be made in fully registered form, registered in the name of CEDE & CO., to the offices of The Depository Trust Company in New York, New York or its designee, and the Underwriters shall accept such delivery. The certificate(s) for the Senior Notes will be made available for examination by the Representative not later than 12:00 Noon, New York time, on the last business day prior to the Closing Date.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund Company, at a price per share of $22.98, the number of Initial Shares set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,500,000 Shares at the price per share set forth in the Pricing Agreement. (1) If the Fund has elected not to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be above less an amount equal to any distribution payable on the applicable initial public Initial Shares that is not paid on the Option Shares. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering price, less an amount and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Such time and date of delivery (a “Date of Delivery”) shall be determined by agreement between the Underwriter Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between total number of Option Shares then being purchased which the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be number of Initial Shares set forth in Schedule A opposite the Pricing Agreement. In name of such Underwriter bears to the event that total number of Initial Shares, subject in each case to such prices have not been agreed upon and adjustments as the Pricing Agreement has not been executed and delivered by all parties thereto by the close Representatives in their discretion shall make to eliminate any sales or purchases of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriterfractional shares. (bc) Payment of the purchase price for, for and delivery of certificates for, the Initial Shares shall be made made, subject to Section 9, at the office offices of Brown Xxxxxxxx & Wood Worcester LLP, One World Trade CenterXxx Xxxx Xxxxxx Xxxxxx, New YorkXxxxxx, New York 10048-0557 Xxxxxxxxxxxxx 00000, or at such other place as shall be agreed upon by the Underwriter Representatives and the FundCompany, at 9:00 A.M. on the third business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing this Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made by wire transfer of immediately available funds to an account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for, or other evidence of, the Shares to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of and receipt for, and to make payment of the purchase price for the Initial Shares, and the Option Shares, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the several Underwriters may (but shall not be obligated to) make payment of the purchase price for the Initial Shares, and the Option Shares, if any, to be purchased by any Underwriter whose funds have not been received by Closing Time, or the relevant Date of Delivery, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder. (d) The certificates for, or other evidence of, the Initial Shares and the Option Shares, if any, shall be in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the Closing Time or the relevant Date of Delivery, as the case may be. The certificates for, or other evidence of, the Initial Shares and the Option Shares, if any, will be made available for examination by the Representatives not later than 10:00 A.M. (Eastern time) on the business day prior to Closing Time or the relevant Date of Delivery, as the case may be.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund Company, at a price per share of $11.5252, the number of Initial Shares set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 3,375,000 Shares at the price per share set forth in the Pricing Agreement. (1a) If the Fund has elected not to rely upon Rule 430A under the Rules and Regulationsabove, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth less, in the Pricing Agreementcase of any Option Share, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to any distributions (on a per share basis) declared by the applicable initial public offering price, less an amount to be determined by agreement between Company which are payable on the Underwriter and the FundInitial Shares but are not payable on such Option Share. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following option hereby granted will expire 30 days after the date of this AgreementAgreement and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, this Agreement date and place of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall terminate forthwithbe determined by the Representatives but shall not be later than seven full business days, without liability nor earlier than two full business days, after the exercise of said option, nor in any party event prior to any other party, except as provided in Section 5Closing Time, unless otherwise agreed to upon by the Fund, the Adviser Representatives and the Underwriter.Company. If the option is exercised as to all or any portion of the Option Shares, such Option Shares shall be purchased by the Underwriters, severally and not jointly, in proportion to their respective Initial Share underwriting obligations as set forth in Schedule A. (bc) Payment of the purchase price for, for and delivery of certificates for, for the Initial Shares shall be made at the office offices of Brown Xxxxxxxx & Wood Worcester LLP, One World Trade CenterXxx Xxxx Xxxxxx Xxxxxx, New YorkXxxxxx, New York 10048-0557 Xxxxxxxxxxxxx 00000, or at such other place as shall be agreed upon by the Underwriter Representatives and the FundCompany, at 9:00 A.M. on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing this Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such time and date of payment and delivery being herein called "Closing Time"). In addition, in the event that the overallotment option described in (b) above is exercised by the Underwriters, payment of the purchase price for and delivery of certificates for the related Option Shares shall be made at the above-mentioned office of Xxxxxxxx & Worcester LLP, or at such other place as shall be mutually agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made by wire transfer of immediately available funds payable to an account designated in writing by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. The certificates for the Initial Shares and the Option Shares shall be in such authorized denominations and registered in such names as the Representatives may request in writing at least one full business day before Closing Time or the Date of Delivery, as the case may be. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of and receipt for, and to make payment of, the purchase price for, the Initial Shares and the Option Shares which it has agreed to purchase. The Representatives, individually and not as representative of the several Underwriters may (but shall not be obligated to) make payment of the purchase price for the Initial Shares or the Option Shares to be purchased by any Underwriter whose funds have not been received by Closing Time or the relevant Date of Delivery, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder. The certificates for the Initial Shares and the Option Shares will be made available for examination and packaging by the Representatives not later than 10:00 A.M. (Eastern time) on the business day prior to Closing Time or the Date of Delivery, as the case may be.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained contained, and subject to the terms and conditions herein set forth, each of the Fund Selling Stockholders, acting severally and not jointly, agrees to sell the Shares to the each Underwriter, and each Underwriter agrees, severally and the Underwriter agrees not jointly, to purchase the Shares from the Fund such Selling Stockholder, at the a purchase price equal to $____________ per share that proportion of the number of Firm Shares set forth in Schedule II opposite the Pricing Agreement. (1) If name of such Selling Stockholder which the Fund has elected not to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the number of Firm Shares have each been determined and set forth in Schedule I opposite the Pricing Agreementname of such Underwriter, dated plus any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the date provisions of Section 10 hereof, and an amendment bears to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close total number of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the UnderwriterFirm Shares. (b) Payment of the purchase price for, and delivery of certificates forof, the Firm Shares shall be made at the office offices of Brown Shearman & Wood LLPSterling, One World Trade Center599 Lexington Avenue, New York, New York 1004810022, or at such other place xx xxx Xxxx xx Xxx Xxxx, xx 00:00 X.X. xx Xxxober 23, 2001, or at such other time not more than ten full Business Days thereafter as shall be agreed upon by the Company, the Selling Stockholders and the Representatives, or as shall otherwise be provided in Section 10 (such date and time of payment and delivery being herein called the "Initial Closing Time"). In addition, in the event that any or all of the Additional Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Additional Shares shall be made at the above-0557 mentioned offices, or at such other place as shall be agreed upon by the Underwriter Representatives, the Company and the FundSelling Stockholders on each Additional Closing Time, as hereinafter defined, as specified in the notice from the Representatives to the Company and the Selling Stockholders. (c) Payment shall be made to the Selling Stockholders by wire transfer of immediately available funds to a bank account designated by the Selling Stockholders, against delivery to the Representatives for the respective accounts of the Underwriters of the certificates evidencing the Firm Shares to be purchased by them. Certificates evidencing the Firm Shares shall be in definitive form and shall be registered in such names and in such denominations as the Representatives may specify at least two business days prior to the Closing Time by written notice to the Selling Stockholders. (d) In addition, the Selling Stockholders, acting severally and not jointly, hereby grant to the Underwriters, severally and not jointly, the option to purchase up to an additional 3,191,880 Shares, in the respective amounts set forth in Schedule II as to each Selling Stockholder, at 9:00 A.M. the same purchase price per Share to be paid by the Underwriters to the Selling Stockholders for the Firm Shares as set forth in Section 2(a) hereof, less an amount equal to any dividends or distributions declared by the Company and payable on the third business Additional Shares to the Selling Stockholders after the date hereof, for the sole purpose of covering over-allotments in the sale of the Firm Shares by the Underwriters. This option may be exercised at any time, in whole or in part (but not more than once), on or before the 30th day following the date of the Registration Statement becomes effective orProspectus, by written notice by the Representatives to the Company and the Selling Stockholders. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Representatives, when the Additional Shares are to be delivered (such date and time of delivery is herein sometimes referred to as the "Additional Closing Time", the Initial Closing Time and the Additional Closing Time are each hereafter referred to as a "Closing Time"); provided, however, that the Additional Closing Time shall not be earlier than the Initial Closing Time in respect of the Firm Shares or earlier than the third full business day (or one full business day if the Fund has elected to rely upon Rule 430A of Additional Closing Time will occur simultaneously with the Rules and Regulations, Initial Closing Time) after the third date on which the option shall have been exercised nor later than the seventh full business day after execution the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). The Additional Shares shall be registered in such names and in such denominations as the Representatives may request in writing at least two full business days prior to the Additional Closing Time. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to 21,279,206 subject, however, to such adjustments to eliminate any fractional shares as the Representatives in their sole discretion shall make. Payment for the Additional Shares shall be made to the Selling Stockholders in the manner specified in Section 2(c) against delivery to the Representatives of the Pricing Agreementcertificates evidencing the Additional Shares, (or, if pricing takes place after 4:30 P.M. on either for the date the Registration Statement becomes effective or the date of execution respective accounts of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter and the Fund (such timeUnderwriters.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund at Company, the price per share principal amount of the Senior Notes set forth in Schedule I to this Agreement opposite the Pricing Agreement. name of such Underwriter (1) If plus any additional amount of the Fund has elected not Senior Notes that such Underwriter may become obligated to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment pursuant to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulationsprovisions of Section 11 hereof), the purchase at a price per share to be paid by the Underwriter for the Shares shall be an amount equal to 98.663% of the applicable initial public offering price, less an principal amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriterthereof. (b) Payment of the purchase price for, and delivery of certificates for, for the Shares Senior Notes shall be made at the office offices of Brown Xxxxx & Wood Xxxxxxx LLP, One World Trade Center0000 Xxxxx Xxxxxx Xxxxx, New YorkXxxxxxxxxx, Xxxxxxx 00000 at 10 A.M., New York 10048-0557 or at such other place as shall be agreed upon by time, on January 18, 2012 (unless postponed in accordance with the Underwriter and the Fund, at 9:00 A.M. on the third business day following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A provisions of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), Section 11 hereof) or such other time not later than ten business days after such time, place or date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such time and date of payment and delivery being herein called the “Closing Date”). Payment shall be made to the Company by wire transfer in federal funds at the Closing Date against delivery of the Senior Notes to Citigroup Global Markets Inc. on behalf of all of the Underwriters. It is understood that each Underwriter has authorized Citigroup Global Markets Inc., for each Underwriter’s account, to accept delivery of, receipt for, and make payment of, the principal amount of the Senior Notes which each Underwriter has agreed to purchase. Citigroup Global Markets Inc., individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The delivery of the Senior Notes shall be made in fully registered form, registered in the name of CEDE & CO., to the offices of The Depository Trust Company in New York, New York or its designee, and the Underwriters shall accept such delivery. The certificate(s) for the Senior Notes will be made available for examination by the Representatives not later than 12:00 Noon, New York time, on the last business day prior to the Closing Date.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund at Company, the price per share principal amount of the Senior Notes set forth in Schedule I to this Agreement opposite the Pricing Agreement. name of such Underwriter (1) If plus any additional amount of the Fund has elected not Senior Notes that such Underwriter may become obligated to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment pursuant to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulationsprovisions of Section 10 hereof), the purchase at a price per share to be paid by the Underwriter for the Shares shall be an amount equal to 99.550% of the applicable initial public offering price, less an principal amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriterthereof. (b) Payment of the purchase price for, for and delivery of certificates for, for the Shares Senior Notes shall be made at the office offices of Brown Balch & Wood Bingham LLP, One World Trade Center1901 Sixth Avenue North, New YorkSuite 2600, New York 10048-0557 or at such other place as shall be agreed upon by the Underwriter and the FundBirmixxxxx, Axxxxxx at 9:00 A.M. on X.X., Xxxxxxxxxx xxxx, xx Xxxxx 00, 0000 (xxxxxx xxxxxoned in accordance with the third business day following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A provisions of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), Section 10) or such other time not later than ten business days after such time, place or date as shall be agreed upon by the Underwriter Representative and the Fund Company (such time and date of payment and delivery being herein called the "Closing Date"). Payment shall be made to the Company by wire transfer in federal funds at the Closing Date against delivery of the Senior Notes to the Representative. It is understood that each Underwriter has authorized the Representative, for each Underwriter's account, to accept delivery of, receipt for, and make payment of the principal amount of the Senior Notes which each Underwriter has agreed to purchase. The Representative, individually and not as Representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The delivery of the Senior Notes shall be made in fully registered form, registered in the name of CEDE & CO., to the offices of The Depository Trust Company in New York, New York or its designee, and the Underwriters shall accept such delivery. The certificate(s) for the Senior Notes will be made available for examination by the Representative not later than 12:00 Noon, New York time, on the last business day prior to the Closing Date.

Sale and Delivery to the Underwriters Closing. (a) On The several commitments of the Underwriters to purchase the Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions herein set forth, the Fund agrees to sell the Shares to the Underwriter and the Underwriter agrees to purchase the Shares from the Fund at the price per share set forth herein or in the Pricing applicable Terms Agreement. (1) If the Fund has elected not to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriter. (b) Payment of the purchase price for, and delivery of certificates for, the Shares Underwritten Securities to be purchased by the Underwriters shall be made at the office offices of Brown & Wood Xxxxxxxx Chance US LLP, One World Trade Center00 Xxxx 00xx Xxxxxx, New YorkXxx Xxxx, New York 10048-0557 Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Underwriter Representatives and the Fund, Operating Partnership at 9:00 A.M. 9:30 a.m. on the fourth business day (or the third business day if required under Rule 15c6-1 of the 1934 Act, or unless postponed in accordance with the provisions of Section 10) following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective applicable Terms Agreement or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or at such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Representatives and the Fund Operating Partnership (each referred to herein as a “Closing Time”). Unless otherwise specified in the applicable Terms Agreement, payment shall be made to the Operating Partnership by wire transfer of Federal or similar same day funds payable to the order of the Operating Partnership against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Underwritten Securities to be purchased by them. The Underwritten Securities shall be in such timedenominations and registered in such names as the Representatives may request in writing at least two business days before the Closing Time. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Underwritten Securities which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Underwritten Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time but any such payment shall not relieve such Underwriter from its obligations hereunder. The notes for the Underwritten Securities will be made available for examination and packaging by the Representatives not later than 10:00 a.m. on the last business day prior to the Closing Time in New York, New York.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund at Company, the price per share principal amount of the Senior Notes set forth in Schedule I to this Agreement opposite the Pricing Agreement. name of such Underwriter (1) If the Fund has elected not plus any additional amount of Senior Notes that such Underwriter may become obligated to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment pursuant to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulationsprovisions of Section 11 hereof), the purchase at a price per share to be paid by the Underwriter for the Shares shall be an amount equal to 99.381% of the applicable initial public offering price, less an principal amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriterthereof. (b) Payment of the purchase price for, and delivery of certificates for, for the Shares Senior Notes shall be made at the office offices of Brown & Wood LLPSouthern Company Services, One World Trade CenterInc., New York30 Xxxx Xxxxx Xx. Blvd., NW, Atlanta, Georgia 30308 at 10:00 A.M., New York 10048-0557 or at such other place as shall be agreed upon by time, on May 20, 2015 (unless postponed in accordance with the Underwriter and the Fund, at 9:00 A.M. on the third business day following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A provisions of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), Section 11 hereof) or such other time not later than ten business days after such time, place or date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such time and date of payment and delivery being herein called the “Closing Date”). Payment shall be made to the Company by wire transfer in federal funds at the Closing Date against delivery of the Senior Notes to UBS Securities LLC on behalf of all of the Underwriters. It is understood that each Underwriter has authorized UBS Securities LLC, for each Underwriter’s account, to accept delivery of, receipt for, and make payment of, the principal amount of the Senior Notes which each Underwriter has agreed to purchase. UBS Securities LLC, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The delivery of the Senior Notes shall be made in fully registered form, registered in the name of CEDE & CO., to the offices of The Depository Trust Company in New York, New York or its designee, and the Representatives shall accept such delivery. The certificate(s) for the Senior Notes will be made available for examination by the Representatives not later than 12:00 Noon, New York time, on the last business day prior to the Closing Date.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund Company, at a price per share of $7.25, the number of Initial Shares set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 4,500,000 Shares at the price per share set forth in the Pricing Agreement. (1) If the Fund has elected not to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be above less an amount equal to any distribution payable on the applicable initial public Initial Shares that is not paid on the Option Shares. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering price, less an amount and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Such time and date of delivery (a “Date of Delivery”) shall be determined by agreement between the Underwriter Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between total number of Option Shares then being purchased which the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be number of Initial Shares set forth in Schedule A opposite the Pricing Agreement. In name of such Underwriter bears to the event that total number of Initial Shares, subject in each case to such prices have not been agreed upon and adjustments as the Pricing Agreement has not been executed and delivered by all parties thereto by the close Representatives in their discretion shall make to eliminate any sales or purchases of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriterfractional shares. (bc) Payment of the purchase price for, for and delivery of certificates for, the Initial Shares shall be made made, subject to Section 9, at the office offices of Brown Xxxxxxxx & Wood Worcester LLP, One World Trade CenterXxx Xxxx Xxxxxx Xxxxxx, New YorkXxxxxx, New York 10048-0557 Xxxxxxxxxxxxx 00000, or at such other place as shall be agreed upon by the Underwriter Representatives and the FundCompany, at 9:00 A.M. on the third business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing this Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made by wire transfer of immediately available funds to an account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for, or other evidence of, the Shares to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of and receipt for, and to make payment of the purchase price for the Initial Shares, and the Option Shares, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the several Underwriters may (but shall not be obligated to) make payment of the purchase price for the Initial Shares, and the Option Shares, if any, to be purchased by any Underwriter whose funds have not been received by Closing Time, or the relevant Date of Delivery, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder. (d) The certificates for, or other evidence of, the Initial Shares and the Option Shares, if any, shall be in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the Closing Time or the relevant Date of Delivery, as the case may be. The certificates for, or other evidence of, the Initial Shares and the Option Shares, if any, will be made available for examination by the Representatives not later than 10:00 A.M. (Eastern time) on the business day prior to Closing Time or the relevant Date of Delivery, as the case may be.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund at Company the price per share aggregate principal amount of the Initial Securities set forth in the Pricing Agreement. (1) If the Fund has elected not Schedule A hereto next to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the their respective names at a purchase price of $20.00 per share Initial Security, plus accrued interest from the Closing Time, if applicable, together with such additional principal amount of Initial Securities which such Underwriter may become obligated to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment purchase pursuant to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close provisions of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriter10 hereof. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $18,750,000 aggregate principal amount of 7.50% Senior Notes due 2019 at purchase price of $20.00 per Option Security, plus accrued interest from the Closing Time, if applicable. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part once only upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the Underwriters are exercise the option and the time and date of payment and delivery for such Option Securities. Such time and date of delivery (“Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. (c) Payment of the purchase price for, for and delivery of certificates for, the Shares Initial Securities shall be made made, subject to Section 9, at the office offices of Brown Xxxxxxxx & Wood Worcester LLP, One World Trade CenterXxx Xxxx Xxxxxx Xxxxxx, New YorkXxxxxx, New York 10048-0557 Xxxxxxxxxxxxx 00000, or at such other place as shall be agreed upon by the Underwriter Representatives and the FundCompany, at 9:00 A.M. on the third fifth business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing this Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such timetime and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for and delivery of such Option Securities shall be made on the Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made by wire transfer of immediately available funds to an account designated by the Company against delivery to the Representatives of the Initial Securities (or Option Securities, if applicable) to be purchased by the Underwriters. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, and receipt for, and to make payment of the purchase price for, the Initial Securities (or the Option Securities, if applicable) which it has severally agreed to purchase. The Representatives, individually, and not as representatives of the several Underwriters may (but shall not be obligated to) make payment of the purchase price for the Initial Securities (or the Option Securities, if applicable) to be purchased by any Underwriter whose funds have not been received by Closing Time (or Date of Delivery, if applicable), but any such payment shall not relieve such Underwriter from its obligations hereunder. The Initial Securities (or the Option Securities, if applicable) shall be in such authorized denominations and registered in such names as the Representatives may request in writing at least one business day before Closing Time (or Date of Delivery, if applicable).

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject Subject to the terms and conditions and in reliance upon the representations, warranties, covenants and agreements herein set forth, the Fund Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share (the "Purchase Price"), that number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the aggregate number of Firm Shares, subject to adjustment in accordance with Section 10 hereof. (b) Subject to the terms and conditions and in reliance upon the Underwriter representations, warranties, covenants and agreements herein set forth, each Selling Stockholder, severally and not jointly, agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from each Selling Stockholder, at the Purchase Price, that number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be sold by such Selling Stockholder as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the aggregate number of Firm Shares, subject to adjustment in accordance with Section 10 hereof. (c) Each of the Company and Xxxx X. Xxxxx, Xx., severally and not jointly, grants to the Underwriters an option to purchase all or any part of the Additional Shares at the Purchase Price. Subject to the terms and conditions and in reliance upon the representations, warranties, covenants and agreements herein set forth, Additional Shares may be purchased from the Fund at Company and Xxxx X. Xxxxx, Xx., for the price per share accounts of the respective Underwriters in the same proportion that the number of Firm Shares set forth in Schedule I hereto opposite the Pricing Agreement. (1) If name of such Underwriter bears to the Fund has elected not total number of Firm Shares. Such option may be exercised only to rely upon Rule 430A under cover over-allotments in the Rules and Regulations, sale of the initial public offering price and the purchase price per share to be paid Firm Shares by the Underwriters for the Shares have each been determined and set forth may be exercised in the Pricing Agreement, dated the date hereof, whole or in part at any time and an amendment from time to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following time within 30 days after the date of this Agreement, this Agreement shall terminate forthwithin each case upon written or facsimile notice, without liability of any party to any other partyor verbal or telephonic notice confirmed by written or facsimile notice, except as provided in Section 5, unless otherwise agreed to by the FundUnderwriters to the Company and Xxxx X. Xxxxx, Xx. no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as hereinafter defined) or at least two business days before the Additional Shares Closing Date (as hereinafter defined), as the case may be, setting forth the number of Additional Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase. Notwithstanding anything to the contrary set forth herein, the Adviser initial 46,000 Additional Shares to be purchased by the Underwriters pursuant to this Section 3 shall be Selling Stockholder Additional Shares which shall be purchased from Xxxx X. Xxxxx, Xx. and any Additional Shares in excess thereof to be purchased by the UnderwriterUnderwriters shall be Company Additional Shares which shall be purchased exclusively from the Company. (bd) Payment of the purchase price for, and delivery of certificates forof, the Firm Shares to be purchased by the Underwriters shall be made at the office offices of Brown Xxxxxxxxx & Wood LLPCompany, One World Trade CenterInc., New York000 Xxxxxxx Xxxxxx, New York 10048-0557 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Underwriter Representatives and the Fund, Company at 9:00 10:00 A.M. on the third business day following the date the Registration Statement becomes effective or(fourth, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third pricing occurred after 4:30 p.m. on any given day) business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing this Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such timetime and date of payment and delivery being herein called the "Firm Shares Closing Date"). Payment shall be made to the Company and each Selling Stockholder by wire transfer and payable in immediately available funds to the order of the Company and each Selling Stockholder against delivery to the Underwriters of the Firm Shares. (e) Payment of the purchase price for, and delivery of, the Additional Shares to be purchased by the Underwriters shall be made at the offices as set forth above or at such other place as shall be agreed upon by the Representatives and the Company at the time and on the date (which may be the same as, but in no event shall be earlier than, the Firm Shares Closing Date) specified in the notice referred to in Section 3(c) hereof (such time and date of delivery and payment are called the "Additional Shares Closing Date"). The Firm Shares Closing Date and the Additional Shares Closing Date are called, individually, a "Closing Date" and together, the "Closing Dates." Payment shall be made to the Company and Xxxx X. Xxxxx, Xx. by wire transfer and payable in immediately available funds to the order of the Company and Xxxx X. Xxxxx, Xx. against delivery to the Underwriters of the applicable Additional Shares. (f) The Shares shall be in such denominations and registered in such names as the Representatives may request in writing at least two business days before the Firm Shares Closing Date or, in the case of the Additional Shares, on the day of notice of exercise of the option as described in Section 3(c) hereof. The Shares will be made available for examination and packaging by the Underwriters not later than 1:00 P.M. on the last business day prior to the Firm Shares Closing Date (or the Additional Shares Closing Date in the case of the Additional Shares) at such place as is reasonably designated by the Representatives. If the Representatives so elect, delivery of the Shares may be made by credit through full FAST transfer to the accounts of The Depository Trust Company designated by the Representatives. (g) It is understood that the Representatives, individually and not as Representatives of the several Underwriters, may (but shall not be obligated to) make payment to the Company on behalf of any Underwriter or Underwriters for any Shares to be purchased by such Underwriter or Underwriters in connection with the Offering. Any such payment by the Representatives shall not relieve such Underwriter or Underwriters from any of its or their other obligations hereunder.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject Subject to the terms and conditions herein set forth, the Fund Company agrees to cause the Issuer to issue the Offered Securities and agrees to sell the Shares Offered Securities to each of the Underwriter Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Class A Notes, the Class B Notes and the Underwriter agrees to purchase the Shares from the Fund at the price per share Class C Notes set forth in opposite the Pricing Agreement. (1) If the Fund has elected not to rely upon Rule 430A under the Rules name of such Underwriter, and Regulations, the initial public offering price and at the purchase price per share set forth, in Schedule A hereto. Each class of the Offered Securities shall be represented by one or more definitive global certificates registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"). The Company will cause the Issuer to be paid transfer the Offered Securities in book-entry form to Barclays Capital Inc. (the "Representative"), for the account of each Underwriter, against payment by the Underwriters for the Shares have Representative (by or on behalf of each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2such Underwriter or otherwise) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriter. (b) Payment of the purchase price fortherefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Offered Securities to the account of the Representative at DTC. The time and date of such delivery of certificates for, the Shares and payment shall be made at the office of Brown & Wood LLP, One World Trade Center, New York10:00 a.m., New York 10048-0557 or at such other place as shall be agreed upon by the Underwriter and the FundCity time, at 9:00 A.M. on the third business day following the date the Registration Statement becomes effective orFebruary 25, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), 2003 or such other time not later than ten business days after such and date as shall the Representative and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be agreed upon delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof and the Offered Securities will be delivered at the offices of Wolf, Block, Xxxxxx and Xxxxx-Xxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Closing Location"), all at the Time of Delivery. A meeting will be held at the Closing Location at 10:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the Underwriter parties hereto. For the purposes of this Section 3, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Company will cause the Fund (such timeglobal certificates referred to above to be made available to the Representative for checking at least 24 hours prior to the Time of Delivery at the Closing Location.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund at Company, the price per share principal amount of the Senior Notes set forth in Schedule I to this Agreement opposite the Pricing Agreement. name of such Underwriter (1) If the Fund has elected not plus any additional amount of Senior Notes that such Underwriter may become obligated to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment pursuant to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2provisions of Section 11 hereof) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase at a price per share to be paid by the Underwriter for the Shares shall be an amount equal to 99.537% of the applicable initial public offering price, less an principal amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriterthereof. (b) Payment of the purchase price for, and delivery of certificates for, for the Shares Senior Notes shall be made at the office offices of Brown & Wood LLPSouthern Company Services, One World Trade CenterInc., New York30 Xxxx Xxxxx Xx. Blvd, NW, Atlanta, Georgia 30308 at 10:00 A.M., New York 10048-0557 or at such other place as shall be agreed upon by time, on September 23, 2010 (unless postponed in accordance with the Underwriter and the Fund, at 9:00 A.M. on the third business day following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A provisions of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), Section 11 hereof) or such other time not later than ten business days after such time, place or date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such time and date of payment and delivery being herein called the “Closing Date”). Payment shall be made to the Company by wire transfer in federal funds at the Closing Date against delivery of the Senior Notes to Banc of America Securities LLC on behalf of all of the Underwriters. It is understood that each Underwriter has authorized Banc of America Securities LLC, for each Underwriter’s account, to accept delivery of, receipt for, and make payment of, the principal amount of the Senior Notes which each Underwriter has agreed to purchase. Banc of America Securities LLC, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The delivery of the Senior Notes shall be made in fully registered form, registered in the name of CEDE & CO., to the offices of The Depository Trust Company in New York, New York or its designee, and the Underwriters shall accept such delivery. The certificate(s) for the Senior Notes will be made available for examination by the Representatives not later than 12:00 Noon, New York time, on the last business day prior to the Closing Date.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, (i) the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund at Company, the price per share number of shares of the Preference Stock set forth in Schedule I to this Agreement opposite the Pricing Agreement. name of such Underwriter (1) If plus any additional shares of the Fund has elected not Preference Stock that such Underwriter may become obligated to rely upon Rule 430A under purchase pursuant to the Rules and Regulationsprovisions of Section 11 hereof), the initial public offering at a price and the purchase price equal to $25.00 per share of Preference Stock and (ii) the Company agrees to be paid by the Underwriters for the Shares have pay each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment Underwriter as compensation hereunder a commission equal to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price $0.4375 per share to be paid of Preference Stock purchased by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriter. (b) Payment of the purchase price for, for and delivery of certificates for, for the Shares Preference Stock shall be made at the office offices of Brown Xxxxx & Wood Xxxxxxx LLP, One World Trade Center30 Xxxx Xxxxx, New YorkXx. Xxxx., XX, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 at 10:00 A.M., New York 10048-0557 or at such other place as shall be agreed upon by Time, on October 18, 2007 (unless postponed in accordance with the Underwriter and the Fund, at 9:00 A.M. on the third business day following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A provisions of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), Section 11) or such other time not later than ten business days after such time, place or date as shall be agreed upon by the Underwriter Underwriters and the Fund Company (such time and date of payment and delivery being herein called the “Closing Date”). Payment shall be made to the Company by wire transfer in federal funds at the Closing Date against delivery of certificates for the shares of Preference Stock to Xxxxxx Brothers Inc. It is understood that each Underwriter has authorized Xxxxxx Brothers Inc., for each Underwriter’s account, to accept delivery of, receipt for, and make payment of, the purchase price for the shares of the Preference Stock which each Underwriter has agreed to purchase. Xxxxxx Brothers Inc., individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the shares of Preference Stock to be purchased by any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The delivery of the Preference Stock shall be made in fully registered form, registered in the name of CEDE & CO., to the offices of The Depository Trust Company in New York, New York or its designee, and the Underwriters shall accept such delivery. The certificate(s) for the shares of the Preference Stock will be made available for examination by the Underwriters not later than 12:00 Noon, New York time, on the last business day prior to the Closing Date. On the Closing Date the Company will pay the commission payable to the Underwriters pursuant to paragraph (a) of this Section 2 by wire transfer in federal funds against receipt therefor by the Underwriters.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained contained, and subject to the terms and conditions herein set forth, each of the Fund Selling Stockholders, acting severally and not jointly, agrees to sell the Shares to the each Underwriter, and each Underwriter agrees, severally and the Underwriter agrees not jointly, to purchase the Shares from the Fund such Selling Stockholder, at the a purchase price equal to $21.4875 per share that proportion of the number of Firm Shares set forth in Schedule II opposite the Pricing Agreement. (1) If name of such Selling Stockholder which the Fund has elected not to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the number of Firm Shares have each been determined and set forth in Schedule I opposite the Pricing Agreementname of such Underwriter, dated plus any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the date provisions of Section 10 hereof, and an amendment bears to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close total number of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the UnderwriterFirm Shares. (b) Payment of the purchase price for, and delivery of certificates forof, the Firm Shares shall be made at the office offices of Brown Shearman & Wood LLPSterling, One World Trade Center000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place in the City of New York, New York 10048at 10:00 A.M. on December 18, 2001, or at such other time not more than ten full Business Days thereafter as shall be agreed upon by the Company, the Selling Stockholders and the Underwriters, or as shall otherwise be provided in Section 10 (such date and time of payment and delivery being herein called the "Initial Closing Time"). In addition, in the event that any or all of the Additional Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Additional Shares shall be made at the above-0557 mentioned offices, or at such other place as shall be agreed upon by the Underwriter Underwriters, the Company and the FundSelling Stockholders on each Additional Closing Time, as hereinafter defined, as specified in the notice from the Underwriters to the Company and the Selling Stockholders. (c) Payment shall be made to the Selling Stockholders by wire transfer of immediately available funds to a bank account designated by the Selling Stockholders, against delivery to the Underwriters for the respective accounts of the Underwriters of the certificates evidencing the Firm Shares to be purchased by them. Certificates evidencing the Firm Shares shall be in definitive form and shall be registered in such names and in such denominations as the Underwriters may specify at least two business days prior to the Closing Time by written notice to the Selling Stockholders. (d) In addition, the Selling Stockholders, acting severally and not jointly, hereby grant to the Underwriters, severally and not jointly, the option to purchase up to an additional 1,914,750 Shares, in the respective amounts set forth in Schedule II as to each Selling Stockholder, at 9:00 A.M. the same purchase price per Share to be paid by the Underwriters to the Selling Stockholders for the Firm Shares as set forth in Section 2(a) hereof, less an amount equal to any dividends or distributions declared by the Company and payable on the third business Additional Shares to the Selling Stockholders after the date hereof, for the sole purpose of covering over-allotments in the sale of the Firm Shares by the Underwriters. This option may be exercised at any time, in whole or in part (but not more than once), on or before the 30th day following the date of the Registration Statement becomes effective orProspectus, by written notice by the Underwriters to the Company and the Selling Stockholders. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Underwriters, when the Additional Shares are to be delivered (such date and time of delivery is herein sometimes referred to as the "Additional Closing Time", the Initial Closing Time and the Additional Closing Time are each hereafter referred to as a "Closing Time"); provided, however, that the Additional Closing Time shall not be earlier than the Initial Closing Time in respect of the Firm Shares or earlier than the third full business day (or one full business day if the Fund has elected to rely upon Rule 430A of Additional Closing Time will occur simultaneously with the Rules and Regulations, Initial Closing Time) after the third date on which the option shall have been exercised nor later than the seventh full business day after execution the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). The Additional Shares shall be registered in such names and in such denominations as the Underwriters may request in writing at least two full business days prior to the Additional Closing Time. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to 12,765,000 subject, however, to such adjustments to eliminate any fractional shares as the Underwriters in their sole discretion shall make. Payment for the Additional Shares shall be made to the Selling Stockholders in the manner specified in Section 2(c) against delivery to the Underwriters of the Pricing Agreementcertificates evidencing the Additional Shares, (or, if pricing takes place after 4:30 P.M. on either for the date the Registration Statement becomes effective or the date of execution respective accounts of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter and the Fund (such timeUnderwriters.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, and the Underwriter each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund Company, at the price per share security set forth in the Pricing Agreement. (1) If the Fund has elected not to rely upon Rule 430A under the Rules and RegulationsSchedule I hereto, the initial public offering price and respective principal amounts of the purchase price per share to be paid by the Underwriters for the Shares have each been determined and Securities set forth in opposite the Pricing Agreementname of the such Underwriter, dated the date hereof, and an amendment plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close provisions of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriter10 hereof. (b) Payment Delivery of and payment for the purchase price for, and delivery of certificates for, the Shares Securities shall be made at the office offices of Brown LeBoeuf, Lamb, Greexx & Wood LLPXacRxx, One World Trade CenterX.L.P., New York125 Xxxx 00xx Xxxxxx, New York 10048-0557 or Xxx Xxxx, Xxx Xxxx 00000, xx at such other place as shall be agreed upon by the Underwriter Representatives and the FundCompany, at 9:00 A.M. a.m. (Eastern time) on the third business day following the date the Registration Statement becomes effective or(fourth, if the Fund has elected to rely upon Rule 430A pricing of the Rules and Regulations, the third Securities occurs after 4:30 p.m. (Eastern time) on any given day) business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of this Agreement (unless postponed in accordance with the Pricing Agreement, as applicable, the fourth business day after such applicable dateprovisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such time and date of payment and delivery being referred to herein as the "Closing Date"). (c) The Collateral Bonds that will secure the obligations of the Company in respect of the Securities will be issued and delivered to the Trustee of the Collateral Bonds on the Closing Date. (d) On the Closing Date the Company shall deliver the Securities to The Depository Trust Company, on behalf of the Representatives, for the account of each Underwriter against payment to the Company by wire transfer of immediately available funds to a bank account designated by the Company. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. Salomon Brothers Inc, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. (e) Upon delivery, the Securities shall be in registered form and in such denominations as set forth on Schedule I hereto. The certificates representing the Securities shall be registered in the name of Cede & Co. and shall be made available for inspection by the Representatives in New York, New York not later than 10:00 a.m. (Eastern time) on the business day prior to the Closing Date.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, (i) the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund at Company, the price per share number of shares of the Preference Stock set forth in Schedule I to this Agreement opposite the Pricing Agreement. name of such Underwriter (1) If plus any additional shares of the Fund has elected not Preference Stock that such Underwriter may become obligated to rely upon Rule 430A under purchase pursuant to the Rules and Regulationsprovisions of Section 11 hereof), the initial public offering at a price and the purchase price equal to $25.00 per share of Preference Stock and (ii) the Company agrees to be paid by the Underwriters for the Shares have pay each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment Underwriter as compensation hereunder a commission equal to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price $0.4375 per share to be paid of Preference Stock purchased by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriter. (b) Payment of the purchase price for, for and delivery of certificates for, for the Shares Preference Stock shall be made at the office offices of Brown & Wood Xxxxx Xxxxxxxxxx LLP, One World Trade Center0000 Xxxxxx xx xxx Xxxxxxxx, New YorkXxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York 10048-0557 or at such other place as shall be agreed upon by Time, on December 13, 2006 (unless postponed in accordance with the Underwriter and the Fund, at 9:00 A.M. on the third business day following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A provisions of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), Section 11) or such other time not later than ten business days after such time, place or date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such time and date of payment and delivery being herein called the “Closing Date”). Payment shall be made to the Company by wire transfer in federal funds at the Closing Date against delivery of certificates for the shares of Preference Stock to Xxxxxx Brothers Inc. It is understood that each Underwriter has authorized Xxxxxx Brothers Inc., for each Underwriter’s account, to accept delivery of, receipt for, and make payment of, the purchase price for the shares of the Preference Stock which each Underwriter has agreed to purchase. Xxxxxx Brothers Inc., individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the shares of Preference Stock to be purchased by any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The delivery of the Preference Stock shall be made in fully registered form, registered in the name of CEDE & CO., to the offices of The Depository Trust Company in New York, New York or its designee, and the Representatives shall accept such delivery. The certificate(s) for the shares of the Preference Stock will be made available for examination by the Representatives not later than 12:00 Noon, New York time, on the last business day prior to the Closing Date. On the Closing Date the Company will pay the commission payable to the Underwriters pursuant to paragraph (a) of this Section 2 by wire transfer in federal funds against receipt therefor by the Underwriters.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund Company, at a price per share of $12.5132, the number of Initial Shares set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,500,000 Shares at the price per share set forth in the Pricing Agreement. (1a) If the Fund has elected not to rely upon Rule 430A under the Rules and Regulationsabove, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth less, in the Pricing Agreementcase of any Option Share, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to any distributions (on a per share basis) declared by the applicable initial public offering price, less an amount to be determined by agreement between Company which are payable on the Underwriter and the FundInitial Shares but are not payable on such Option Share. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following option hereby granted will expire 30 days after the date of this AgreementAgreement and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, this Agreement date and place of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall terminate forthwithbe determined by the Representatives but shall not be later than seven full business days, without liability nor earlier than two full business days, after the exercise of said option, nor in any party event prior to any other party, except as provided in Section 5Closing Time, unless otherwise agreed to upon by the Fund, the Adviser Representatives and the Underwriter.Company. If the option is exercised as to all or any portion of the Option Shares, such Option Shares shall be purchased by the Underwriters, severally and not jointly, in proportion to their respective Initial Share underwriting obligations as set forth in Schedule A. (bc) Payment of the purchase price for, for and delivery of certificates for, for the Initial Shares shall be made at the office offices of Brown Xxxxxxxx & Wood Worcester LLP, One World Trade CenterXxx Xxxx Xxxxxx Xxxxxx, New YorkXxxxxx, New York 10048-0557 Xxxxxxxxxxxxx 00000, or at such other place as shall be agreed upon by the Underwriter Representatives and the FundCompany, at 9:00 A.M. on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing this Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that the overallotment option described in (b) above is exercised by the Underwriters, payment of the purchase price for and delivery of certificates for the related Option Shares shall be made at the above-mentioned office of Xxxxxxxx & Worcester LLP, or at such other place as shall be mutually agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made by wire transfer of immediately available funds payable to an account designated in writing by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. The certificates for the Initial Shares and the Option Shares shall be in such authorized denominations and registered in such names as the Representatives may request in writing at least one full business day before Closing Time or the Date of Delivery, as the case may be. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of and receipt for, and to make payment of, the purchase price for, the Initial Shares and the Option Shares which it has agreed to purchase. The Representatives, individually and not as representative of the several Underwriters may (but shall not be obligated to) make payment of the purchase price for the Initial Shares or the Option Shares to be purchased by any Underwriter whose funds have not been received by Closing Time or the relevant Date of Delivery, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder. The certificates for the Initial Shares and the Option Shares will be made available for examination and packaging by the Representatives not later than 10:00 A.M. (Eastern time) on the business day prior to Closing Time or the Date of Delivery, as the case may be.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject Subject to the terms and conditions herein set forth, the Fund Company agrees to cause the Trust to issue the Offered Securities and the Company agrees to sell to each of the Shares Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the Offered Securities at the purchase price for each class of Offered Securities equal to the product of (x) the principal balance of such class of Offered Securities purchased by an Underwriter and (y) the Underwriter agrees to purchase the Shares from the Fund at the price per share Purchase Price Percent for such class of Offered Securities, as set forth in Schedule A hereto. The Offered Securities will be represented initially by one or more definitive global certificates in registered form which will be deposited by or on behalf of the Pricing Agreement. Company with The Depository Trust Company (1“DTC”) If or, on DTC’s behalf, with DTC’s designated nominee or custodian and duly endorsed to DTC or in blank by an effective endorsement. The Company will transfer the Fund has elected not Offered Securities in book-entry form to rely upon Rule 430A under the Rules and RegulationsRepresentatives, for the initial public offering price and the purchase price per share to be paid account of each Underwriter, against payment by the Underwriters for the Shares have Representatives (by or on behalf of each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2such Underwriter or otherwise) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriter. (b) Payment of the purchase price fortherefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), and delivery by causing DTC to credit the Offered Securities to the accounts of the Representatives at DTC. The Company will cause the global certificates for, the Shares shall referred to above to be made available to the Representatives for checking at least 24 hours prior to the Time of Delivery at the office of Brown & Wood LLP, One World Trade Center, New YorkDTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be 9:00 a.m., New York 10048-0557 or at such other place as shall be agreed upon by the Underwriter and the FundCity time, at 9:00 A.M. on the third business day following the date the Registration Statement becomes effective orMay 14, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), 2008 or such other time not later than ten business days after such and date as shall the Representatives and the Company may agree upon in writing. Such time and date are herein called the “Time of Delivery.” The documents to be agreed upon delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 6 hereof, including the cross receipt for the Offered Securities and any additional documents requested by the Underwriter Underwriters pursuant to Section 6(v) hereof, will be delivered at the offices of XxXxxxxxx Will & Xxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Closing Location”), and the Fund (such Offered Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 10:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 3, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Sale and Delivery to the Underwriters Closing. (a) On The Company agrees to sell to each Underwriter, severally and not jointly, and, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund agrees to sell the Shares to the Underwriter and the each Underwriter agrees to purchase the Shares from the Fund Company, at the purchase price per share set forth in the Pricing Agreement. (1) , the aggregate principal amount of Securities set forth in Schedule A hereto opposite the name of such Underwriter. The Company will have no obligation to sell to the Underwriters any of the Securities hereunder unless the Underwriters purchase all of the Securities hereunder. If the Fund Company has elected not to rely upon Rule 430A under the Rules and Regulations430A, the initial public offering price of the Securities and the purchase price per share of the Securities to be paid by the Underwriters for and certain other principal terms of the Shares Securities have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus containing such information will be filed before the Registration Statement becomes effective. (2) . If the Fund Company has elected to rely upon Rule 430A under 430A, the Rules and Regulationsinitial public offering price of the Securities, the purchase price per share for the Securities to be paid by the Underwriter for Underwriters and certain other principal terms of the Shares Securities shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter agreed upon and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices price and terms have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided set forth in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriter4 hereof. (b) Payment of the purchase price for, and delivery of certificates forof, the Shares Securities to be purchased by the Underwriters shall be made at the office offices of Brown Xxxxxx Xxxxxx & Wood LLPXxxxxxx, One World Trade Center00 Xxxx Xxxxxx, New YorkXxx Xxxx, New York 10048-0557 Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Underwriter Underwriters and the FundCompany, at 9:00 10:00 A.M. on the third business day following the date the Registration Statement becomes effective (or, if the Fund Company has elected to rely upon Rule 430A of the Rules and Regulations430A, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Underwriters and the Fund Company (such timetime and date of payment and delivery being herein called "Closing Date"). Payment shall be made to the Company by wire transfer of immediately available funds against delivery to the Underwriters of the Securities to be purchased by them. The Securities shall be in such denominations and registered in such names as the Underwriters may request in writing at least two business days before the Closing Date. The Securities will be made available for examination and packaging by the Underwriters not later than 1:00 P.M. on the last business day prior to the Closing Date at the offices of the Trustee in New York City.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund Company, the principal amount of the Initial Notes set forth in Schedule I to this Agreement opposite the name of such Underwriter (plus any additional amount of Initial Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a price equal to 96.85% of the principal amount thereof; except that such price will be increased to 98.00% of the principal amount of the Initial Notes sold to certain institutions. In addition, subject to the terms and conditions in this Agreement (including the representations and warranties herein contained), the Company grants to the Underwriters an option (the “Option”) to purchase, at their election, Option Notes in an aggregate principal amount not exceeding $125,000,000 at the purchase price per share set forth in the Pricing Agreement. preceding sentence. The Option hereby granted may be exercised once (1such exercise being for purposes of covering over-allotments which may be made in connection with the offering and distribution of the Initial Notes) If by written notice from the Fund has elected Representatives received by the Company on or prior to the business day preceding the Closing Date (i) setting forth the total amount of Option Notes to be purchased and (ii) confirming that the Option Notes will settle concurrently with the Initial Notes on the Closing Date. Each Underwriter shall be permitted to purchase, severally and not jointly, that amount of Option Notes which bears the same relation to rely upon Rule 430A under the Rules and Regulationstotal amount of Option Notes as the amount of Initial Notes purchased by such Underwriter bears to the total amount of Initial Notes. To the extent that the Option is exercised, the initial public offering price documents and the purchase price per share legal opinions delivered pursuant to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus Section 6 hereof will be filed before revised to cover the Registration Statement becomes effective. (2) If aggregate principal amount of the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the UnderwriterNotes. (b) Payment of the purchase price for, and delivery of certificates for, for the Shares Notes shall be made at the office offices of Brown & Wood LLPSouthern Company Services, One World Trade CenterInc., New York30 Xxxx Xxxxx Xx. Blvd., NW, Atlanta, Georgia 30308 at 10:00 A.M., New York 10048-0557 or at such other place as shall be agreed upon by time, on October 8, 2015 (unless postponed in accordance with the Underwriter and the Fund, at 9:00 A.M. on the third business day following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A provisions of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), Section 11 hereof) or such other time not later than ten business days after such time, place or date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such time and date of payment and delivery being herein called the “Closing Date”). Payment shall be made to the Company by wire transfer in federal funds at the Closing Date against delivery of the Notes to Xxxxxx Xxxxxxx & Co. LLC on behalf of all of the Underwriters. It is understood that each Underwriter has authorized Xxxxxx Xxxxxxx & Co. LLC, for each Underwriter’s account, to accept delivery of, receipt for, and make payment of, the principal amount of the Notes which each Underwriter has agreed to purchase. Xxxxxx Xxxxxxx & Co. LLC, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Notes to be purchased by any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The delivery of the Notes shall be made in fully registered form, registered in the name of CEDE & CO., to the offices of The Depository Trust Company in New York, New York or its designee, and the Representatives shall accept such delivery. The certificate(s) for the Notes will be made available for examination by the Representatives not later than 12:00 Noon, New York time, on the last business day prior to the Closing Date.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund Company, at a price per share of $24.2125, the number of Initial Shares set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,500,000 Preferred Shares at the price per share set forth above. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the Pricing Agreementpurpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares. (1) If the Fund has elected not to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriter. (bc) Payment of the purchase price for, for and delivery of certificates for, the Initial Shares shall be made made, subject to Section 9, at the office offices of Brown Xxxxxxxx & Wood Worcester LLP, One World Trade CenterXxx Xxxx Xxxxxx Xxxxxx, New YorkXxxxxx, New York 10048-0557 Xxxxxxxxxxxxx 00000, or at such other place as shall be agreed upon by the Underwriter Representatives and the FundCompany, at 9:00 A.M. on the third business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing this Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made by wire transfer of immediately available funds to an account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for, or other evidence of, the Shares to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of and receipt for, and to make payment of the purchase price for the Initial Shares, and the Option Shares, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the several Underwriters may (but shall not be obligated to) make payment of the purchase price for the Initial Shares, and the Option Shares, if any, to be purchased by any Underwriter whose funds have not been received by Closing Time, or the relevant Date of Delivery, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder. (d) The certificates for, or other evidence of, the Initial Shares and the Option Shares, if any, shall be in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the Closing Time or the relevant Date of Delivery, as the case may be. The certificates for, or other evidence of, the Initial Shares and the Option Shares, if any, will be made available for examination by the Representatives not later than 10:00 A.M. (Eastern time) on the business day prior to Closing Time or the relevant Date of Delivery, as the case may be.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund at Company, the price per share Notes as set forth in the Pricing Agreement.Schedule A. (1b) If In addition, on the Fund has elected not basis of the representations and warranties herein included and subject to rely upon Rule 430A under the Rules terms and Regulationsconditions herein set forth, the initial public offering price Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $13,500,000 principal amount of Notes at the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth in on the Pricing first page of this Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following option hereby granted will expire 30 days after the date of this AgreementAgreement and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Notes upon notice by Xxxxxxx Xxxxx to the Company setting forth the principal amount of Option Notes as to which the several Underwriters are then exercising the option and the time, this Agreement date and place of payment and delivery for such Option Notes. Any such time and date of delivery (a "Date of Delivery") shall terminate forthwithbe determined by Xxxxxxx Xxxxx but shall not be later than seven full business days, without liability nor earlier than two full business days, after the exercise of said option, nor in any party event prior to any other party, except as provided in Section 5Closing Time, unless otherwise agreed to upon by the Fund, the Adviser Underwriters and the Underwriter.Company. If the option is exercised as to all or any portion of the Option Notes, such Option Notes shall be purchased by the Underwriters, severally and not jointly, in proportion to their respective Initial Note underwriting obligations as set forth in Schedule A. (bc) Payment of the purchase price for, for and delivery of certificates for, the Shares Initial Notes shall be made made, subject to Section 9, at the office offices of Brown Xxxxxxxx & Wood Worcester LLP, One World Trade CenterXxx Xxxx Xxxxxx Xxxxxx, New YorkXxxxxx, New York 10048-0557 Xxxxxxxxxxxxx 00000, or at such other place as shall be agreed upon by the Underwriter Underwriters and the FundCompany, at 9:00 A.M. on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing this Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Underwriters and the Fund Company (such timetime and date of payment and delivery being herein called "Closing Time"). In addition, in the event that the over-allotment option described in (b) above is exercised by the Underwriters, payment of the purchase price for and delivery of the Option Notes shall be made at the above-mentioned office of Xxxxxxxx & Worcester LLP, or at such other place as shall be agreed upon by Xxxxxxx Xxxxx and the Company on each Date of Delivery as specified in the notice to the Company. Payment shall be made by wire transfer of immediately available funds payable to the order of the Company against delivery to the Underwriters of the Notes to be purchased by them. It is understood that each Underwriter has authorized Xxxxxxx Xxxxx, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Notes which it has severally agreed to purchase. Xxxxxxx Xxxxx, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Notes to be purchased by any Underwriter whose funds have not been received by the Closing Time or the Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. The Notes shall be in such authorized denominations and registered in such names as the Underwriters may request in writing at least one business day before Closing Time or the Date of Delivery, as the case may be.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject Subject to the terms and conditions herein set forth, the Fund Company agrees to cause the Trust to issue the Offered Securities and the Company agrees to sell to each of the Shares Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the Offered Securities at the purchase price for each class of Offered Securities equal to the product of (x) the principal balance of such class of Offered Securities purchased by an Underwriter and (y) the Underwriter agrees to purchase the Shares from the Fund at the price per share Purchase Price Percent for such class of Offered Securities, as set forth in Schedule A hereto. The Offered Securities will be represented initially by one or more definitive global certificates in registered form which will be deposited by or on behalf of the Pricing Agreement. Company with The Depository Trust Company (1“DTC”) If or, on DTC’s behalf, with DTC’s designated nominee or custodian and duly endorsed to DTC or in blank by an effective endorsement. The Company will transfer the Fund has elected not Offered Securities in book-entry form to rely upon Rule 430A under the Rules and RegulationsRepresentatives, for the initial public offering price and the purchase price per share to be paid account of each Underwriter, against payment by the Underwriters for the Shares have Representatives (by or on behalf of each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2such Underwriter or otherwise) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriter. (b) Payment of the purchase price fortherefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), and delivery by causing DTC to credit the Offered Securities to the accounts of the Representatives at DTC. The Company will cause the global certificates for, the Shares shall referred to above to be made available to the Representatives for checking at least 24 hours prior to the Time of Delivery at the office of Brown & Wood LLP, One World Trade Center, New YorkDTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be 9:00 a.m., New York 10048-0557 or at such other place as shall be agreed upon by the Underwriter and the FundCity time, at 9:00 A.M. on the third business day following the date the Registration Statement becomes effective or[__________], if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), 200[_] or such other time not later than ten business days after such and date as shall the Representatives and the Company may agree upon in writing. Such time and date are herein called the “Time of Delivery.” The documents to be agreed upon delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 6 hereof, including the cross receipt for the Offered Securities and any additional documents requested by the Underwriter Underwriters pursuant to Section 6(v) hereof, will be delivered at the offices of Xxxxxxx Xxxx & Xxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Closing Location”), and the Fund (such Offered Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 10:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 3, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Sale and Delivery to the Underwriters Closing. (a) On ---------------------------------------------- the basis of the representations and warranties herein contained contained, and subject to the terms and conditions herein set forth, the Fund Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Shares Company, at the purchase price to the Underwriter and the Underwriter agrees to purchase the Shares from the Fund at the price per share Underwriters set forth in the Pricing Agreement. (1) If the Fund has elected not to rely upon Rule 430A under the Rules and RegulationsSchedule II, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and principal amount of Offered Securities set forth opposite the name of such Underwriter in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriter.Schedule I. (b) Payment of the purchase price for, and delivery of certificates forof, the Shares Offered Securities shall be made at the office offices of Brown Shearman & Wood LLPSterling, One World Trade Center000 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New York 10048-0557 Xxx Xxxx 00000, or at such other place in the City of New York, at 10:00 A.M. as shall be agreed upon by the Underwriter Company and you, or as shall otherwise be provided in Section 10 (such date and time of payment and delivery being herein called the Fund"Closing Time"). Payment shall be made to the Company in the manner specified in Schedule II hereto, against delivery of the Offered Securities to you for the respective accounts of the several Underwriters. Except as otherwise provided in Schedule II hereto, such Offered Securities shall be in such denominations ($1,000 or an integral multiple thereof) and registered in such names as you may request in writing at 9:00 least two full business days before the Closing Time. Such Offered Securities will be made available in New York City for examination and packaging by you not later than 10:00 A.M. on the third business day following prior to the date Closing Time. (c) If specified in Schedule II, the Registration Statement becomes effective or, if Underwriters may solicit offers to purchase Offered Securities from the Fund has elected Company pursuant to rely upon Rule 430A delayed delivery contracts ("Delayed Delivery Contracts") substantially in the form of Schedule IV with such changes therein as the Company may approve. Any Delayed Delivery Contracts are to be with institutional investors of the Rules and Regulationstypes set forth in the Prospectus. At the Closing Time, the third Company will enter into Delayed Delivery Contracts (for the minimum principal amount of Offered Securities per Delayed Delivery Contract specified in Schedule II) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount of Offered Securities less than or greater than the minimum and maximum aggregate principal amounts specified in Schedule II. The Underwriters will not have any responsibility for the validity or performance of Delayed Delivery Contracts. (d) You are to submit to the Company, at least three business day after execution days prior to the Closing Time, the names of any institutional investors with which it is proposed that the Pricing AgreementCompany enter into Delayed Delivery Contracts, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or principal amount of Offered Securities to be purchased by each of them and the date of execution delivery thereof, and the Company will advise you, at least two business days prior to the Closing Time, of the Pricing names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the principal amount of Offered Securities to be covered by each such Delayed Delivery Contract. (e) As compensation for arranging Delayed Delivery Contracts, the Company will pay (by certified or official bank check in New York Clearing House or similar next day funds) to you at the time of the closing, for the accounts of the Underwriters, a fee equal to that percentage of the principal amount of Offered Securities for which Delayed Delivery Contracts are made at the Closing Time as is specified in Schedule II or the amount of such fee may be deducted from the check delivered pursuant to Section 2(b). (f) The principal amount of Offered Securities agreed to be purchased by each Underwriter shall be reduced by the principal amount of Offered Securities covered by Delayed Delivery Contracts, as to such Underwriter as set forth in a notice delivered by you to the Company; provided, however, that the -------- ------- total principal amount of Offered Securities to be purchased by all Underwriters shall be the principal amount of Offered Securities covered by this Agreement, as applicable, less the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon principal amount of Offered Securities covered by the Underwriter and the Fund (such timeall Delayed Delivery Contracts.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund Company, at a price per share of $18.1925, the number of Initial Shares set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 4,500,000 Shares at the price per share set forth in the Pricing Agreement. (1) If the Fund has elected not to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be above less an amount equal to any distribution payable on the applicable initial public offering price, less an amount Initial Shares that is not paid on the Option Shares. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Such time and date of delivery (a “Date of Delivery”) shall be determined by agreement between the Underwriter Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between total number of Option Shares then being purchased which the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be number of Initial Shares set forth in Schedule A opposite the Pricing Agreement. In name of such Underwriter bears to the event that total number of Initial Shares, subject in each case to such prices have not been agreed upon and adjustments as the Pricing Agreement has not been executed and delivered by all parties thereto by the close Representatives in their discretion shall make to eliminate any sales or purchases of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriterfractional shares. (bc) Payment of the purchase price for, for and delivery of certificates for, the Initial Shares shall be made made, subject to Section 9, at the office offices of Brown Xxxxxxxx & Wood Worcester LLP, One World Trade CenterXxx Xxxx Xxxxxx Xxxxxx, New YorkXxxxxx, New York 10048-0557 Xxxxxxxxxxxxx 00000, or at such other place as shall be agreed upon by the Underwriter Representatives and the FundCompany, at 9:00 A.M. on the third business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing this Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made by wire transfer of immediately available funds to an account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for, or other evidence of, the Shares to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of and receipt for, and to make payment of the purchase price for the Initial Shares, and the Option Shares, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the several Underwriters may (but shall not be obligated to) make payment of the purchase price for the Initial Shares, and the Option Shares, if any, to be purchased by any Underwriter whose funds have not been received by Closing Time, or the relevant Date of Delivery, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder. (d) The certificates for, or other evidence of, the Initial Shares and the Option Shares, if any, shall be in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the Closing Time or the relevant Date of Delivery, as the case may be. The certificates for, or other evidence of, the Initial Shares and the Option Shares, if any, will be made available for examination by the Representatives not later than 10:00 A.M. (Eastern time) on the business day prior to Closing Time or the relevant Date of Delivery, as the case may be.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell to each of the Shares to Underwriters, and each of the Underwriter Underwriters agrees, severally and the Underwriter agrees not jointly, to purchase the Shares from the Fund at Company, the price per share number of Initial Securities set forth in across from the Pricing Agreement. (1) If the Fund has elected not to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and name of each Underwriter on Schedule I at the purchase price per share and terms set forth herein and in the Price Determination Agreement. In addition, on the basis of the representations and warranties herein contained and subject to be paid by the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters for to purchase all or a portion of the Shares have each been determined and Option Securities in accordance with the terms set forth herein and in the Pricing Price Determination Agreement, dated . The option hereby granted will expire at 5:00 p.m. on the 30th day after the date hereof, and an amendment to the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by Ryan Beck as representatxxx xx xxe co-managers and the Prospectus will be filed before Underwriters to the Registration Statement becomes effective. (2) If Company setting forth the Fund has elected number of Option Securities as to rely upon Rule 430A under which the Rules Underwriters are exercising the option and Regulationsthe time, the purchase price per share to be paid by the Underwriter date and place of payment and delivery for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing AgreementOption Securities. In the event and to the extent the Underwriters elect to purchase the Option Securities as provided herein, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company in accordance with the terms set forth herein and in the Price Determination Agreement, that portion of the number of Option Securities as to which such prices Underwriter shall have not been agreed upon exercised (as adjusted to eliminate fractional shares) determined by multiplying such number of Option Securities by a fraction, the numerator of which is the maximum number of Option Securities which such Underwriter is entitled to purchase set forth opposite the name of such Underwriter on Schedule I hereof and the Pricing Agreement has denomination of which is the maximum numbers of Option Securities that all of the Underwriters are entitled to purchase hereunder. Such time and date of delivery (the "Option Closing Date") shall be determined by Ryan Beck as representatxxx xx xxe co-managers and the Underwriters but shall not been executed and delivered by all parties thereto by be later than five full business days after the close exercise of business on said option, nor in any event prior to the fourteenth Closing Time, as hereinafter defined, nor earlier than the second business day following after the date on which the notice of this Agreement, this Agreement the exercise of the option shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriterhave been given. (b) Payment of the purchase price for, and delivery of certificates for, the Shares Common Stock issuable in connection with the Initial Securities shall be made at the office of Brown & Wood LLP, One World Trade Center, New York, New York 10048-0557 or at such other place as shall be agreed upon by the Underwriter and the FundCompany, at 9:00 A.M. 9:30 a. m. on the third business day following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third full business day after execution the effective date of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date)Statement, or at such other time not later earlier than three or more than ten full business days after thereafter as the Underwriters and the Company shall determine (such date and time of payment and delivery being herein called the "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at such place as shall be agreed upon by the Underwriter Company and the Fund Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, against delivery of the Common Stock which comprises the Initial Securities and Option Securities, as the case may be, to the Underwriters. (c) The Common Stock which comprises the Initial Securities and Option Securities, as the case may be, shall be registered in such timename or names as the Underwriters may request in writing at least two business days prior to the Closing Time or the Option Closing Time, as the case may be.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund Company, at a price per share of $25.6132, the number of Initial Shares set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,125,000 Shares at the price per share set forth in the Pricing Agreement. (1) If the Fund has elected not to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be above less an amount equal to any distribution payable on the applicable initial public Initial Shares that is not paid on the Option Shares. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering price, less an amount and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Such time and date of delivery (a “Date of Delivery”) shall be determined by agreement between the Underwriter Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between total number of Option Shares then being purchased which the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be number of Initial Shares set forth in Schedule A opposite the Pricing Agreement. In name of such Underwriter bears to the event that total number of Initial Shares, subject in each case to such prices have not been agreed upon and adjustments as the Pricing Agreement has not been executed and delivered by all parties thereto by the close Representatives in their discretion shall make to eliminate any sales or purchases of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriterfractional shares. (bc) Payment of the purchase price for, for and delivery of certificates for, the Initial Shares shall be made made, subject to Section 9, at the office offices of Brown Xxxxxxxx & Wood Worcester LLP, One World Trade CenterXxx Xxxx Xxxxxx Xxxxxx, New YorkXxxxxx, New York 10048-0557 Xxxxxxxxxxxxx 00000, or at such other place as shall be agreed upon by the Underwriter Representatives and the FundCompany, at 9:00 A.M. on the third business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing this Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made by wire transfer of immediately available funds to an account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for, or other evidence of, the Shares to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of and receipt for, and to make payment of the purchase price for the Initial Shares, and the Option Shares, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the several Underwriters may (but shall not be obligated to) make payment of the purchase price for the Initial Shares, and the Option Shares, if any, to be purchased by any Underwriter whose funds have not been received by Closing Time, or the relevant Date of Delivery, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder. (d) The certificates for, or other evidence of, the Initial Shares and the Option Shares, if any, shall be in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the Closing Time or the relevant Date of Delivery, as the case may be. The certificates for, or other evidence of, the Initial Shares and the Option Shares, if any, will be made available for examination by the Representatives not later than 10:00 A.M. (Eastern time) on the business day prior to Closing Time or the relevant Date of Delivery, as the case may be.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, and the Underwriter each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund at Company, the price per share principal amount of Series N Senior Notes set forth in Schedule I to this Agreement opposite the Pricing Agreement. name of such Underwriter (1) If plus any additional amount of Series N Notes that such Underwriter may become obligated to purchase pursuant to the Fund has elected not provisions of Section 10 hereof), at a price equal to rely upon Rule 430A under 99.476% of the Rules and Regulations, the initial public offering price principal amount thereof and the principal amount of Series O Senior Notes setforth in Schedule I to this Agreement opposite the name of such Underwriter (plus any additional amount of Series O Notes that such Underwriter may become obligated to purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment pursuant to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulationsprovisions of Section 10 hereof), the purchase at a price per share to be paid by the Underwriter for the Shares shall be an amount equal to 99.850% of the applicable initial public offering price, less an principal amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriterthereof. (b) Payment of the purchase price for, for and delivery of certificates for, for the Shares Senior Notes shall be made at the office offices of Brown Balch & Wood Bingham LLP, One World Trade Center1901 Sixth Avenue North, New YorkBirmingham, New York 10048-0557 or at such other place as shall be agreed upon by Alabamx 00003 xx 0:00 A.M., Xxxxxxxxxx xxxx, xx Xxxxxx 00, 0000 (xxxxxx xxxxponed in accordance with the Underwriter and the Fund, at 9:00 A.M. on the third business day following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A provisions of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), Section 10) or such other time not later than ten business days after such time, place or date as shall be agreed upon by the Underwriter Representative and the Fund Company (such time and date of payment and delivery being herein called the "Closing Date"). Payment shall be made to the Company by wire transfer in federal funds at the Closing Date against delivery of the Senior Notes to the Representative. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the principal amount of the Senior Notes which it has agreed to purchase. The Representative, individually and not as Representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The delivery of the Senior Notes shall be made in fully registered form, registered in the name of CEDE & CO., to the offices of The Depository Trust Company in New York, New York or its designee, and the Underwriters shall accept such delivery. The certificates for the Senior Notes will be made available for examination by the Representative not later than 12:00 Noon, New York time, on the last business day prior to the Closing Date.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, and the Underwriter each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund at Company, the price per share principal amount of 2003 Notes set forth in Schedule I to this Agreement opposite the Pricing Agreement. name of such Underwriter (1) If plus any additional amount of 2003 Notes that such Underwriter may become obligated to purchase pursuant to the Fund has elected not provisions of Section 10 hereof), at a price equal to rely upon Rule 430A under 99.564% of the Rules and Regulations, the initial public offering price principal amount thereof and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and principal amount of 2006 Notes set forth in Schedule I to this Agreement opposite the Pricing Agreement, dated the date hereof, and an amendment name of such Underwriter (plus any additional amount of 2006 Notes that such Underwriter may become obligated to purchase pursuant to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulationsprovisions of Section 10 hereof), the purchase at a price per share to be paid by the Underwriter for the Shares shall be an amount equal to 99.449% of the applicable initial public offering price, less an principal amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriterthereof. (b) Payment of the purchase price for, for and delivery of certificates for, for the Shares Senior Notes shall be made at the office offices of Brown & Wood Xxxxx Xxxxxxxxxx LLP, One World Trade Center0000 Xxxxxx xx xxx Xxxxxxxx, New YorkXxx Xxxx, Xxx Xxxx at 10:00 A.M., New York 10048-0557 or at such other place as shall be agreed upon by time, on February 1, 2001 (unless postponed in accordance with the Underwriter and the Fund, at 9:00 A.M. on the third business day following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A provisions of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), Section 10) or such other time not later than ten business days after such time, place or date as shall be agreed upon by the Underwriter Representative and the Fund Company (such time and date of payment and delivery being herein called the "Closing Date"). Payment shall be made to the Company by wire transfer in federal funds at the Closing Date against delivery of the Senior Notes to the Representative. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the principal amount of the Senior Notes which it has agreed to purchase. The Representative, individually and not as Representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The delivery of the Senior Notes shall be made in fully registered form, registered in the name of CEDE & CO., to the offices of The Depository Trust Company in New York, New York or its designee, and the Underwriters shall accept such delivery. The certificates for the Senior Notes will be made available for examination by the Representative not later than 12:00 Noon, New York time, on the last business day prior to the Closing Date.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject Subject to the terms and conditions herein set forth, the Fund Company agrees to issue and sell the Shares Offered Securities to each of the Underwriter Underwriters, severally and not jointly, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase the Shares from the Fund at Company, the price per share principal amount of Offered Securities set forth in opposite the Pricing Agreement. (1) If the Fund has elected not to rely upon Rule 430A under the Rules name of such Underwriter, and Regulations, the initial public offering price and at the purchase price per share set forth, in Schedule A hereto. Each class of the Offered Securities will be represented initially by one or more definitive global certificates in registered form which will be deposited by or on behalf of the Company with The Depository Trust Company ("DTC") or, on DTC's behalf, with DTC's designated nominee or custodian and duly endorsed to be paid DTC or in blank by an effective endorsement. The Company will transfer the Offered Securities in book-entry form to the Representative, for the account of each Underwriter, against payment by the Underwriters for the Shares have Representative (by or on behalf of each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2such Underwriter or otherwise) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriter. (b) Payment of the purchase price fortherefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), and delivery by causing DTC to credit the Offered Securities to the account of the Representative at DTC. The Company will cause the global certificates for, the Shares shall referred to above to be made available to the Representative for checking at least 24 hours prior to the Time of Delivery at the office of Brown & Wood LLP, One World Trade Center, New YorkDTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be 9:00 a.m., New York 10048-0557 or at such other place as shall be agreed upon by the Underwriter and the FundCity time, at 9:00 A.M. on the third business day following the date the Registration Statement becomes effective orMarch 29, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), 2000 or such other time not later than ten business days after such and date as shall the Representative and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be agreed upon delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 6 hereof, including the cross receipt for the Offered Securities and any additional documents requested by the Underwriter Underwriters pursuant to Section 6(q) hereof, will be delivered at the offices of Orrixx, Xxrrxxxxxx & Xutcxxxxx XXX, 666 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xxe "Closing Location"), and the Fund (such Offered Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 10:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund at Company, the price per share principal amount of Senior Notes set forth in Schedule I to this Agreement opposite the Pricing Agreement. name of such Underwriter (1) If plus any additional amount of the Fund has elected not Senior Notes that such Underwriter may become obligated to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment pursuant to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2provisions of Section 11 hereof) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase at a price per share to be paid by the Underwriter for the Shares shall be an amount equal to 99.528% of the applicable initial public offering price, less an principal amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriterthereof. (b) Payment of the purchase price for, and delivery of certificates for, for the Shares Senior Notes shall be made at the office offices of Brown Xxxxx & Wood Xxxxxxx LLP, One World Trade Center0000 Xxxxx Xxxxxx Xxxxx, New YorkXxxxxxxxxx, Xxxxxxx 00000 at 10:00 A.M., New York 10048-0557 or at such other place as shall be agreed upon by time, on October 16, 2012 (unless postponed in accordance with the Underwriter and the Fund, at 9:00 A.M. on the third business day following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A provisions of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), Section 11 hereof) or such other time not later than ten business days after such time, place or date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such time and date of payment and delivery being herein called the “Closing Date”). Payment shall be made to the Company by wire transfer in federal funds at the Closing Date against delivery of the Senior Notes to RBS Securities Inc. on behalf of all of the Underwriters. It is understood that each Underwriter has authorized RBS Securities Inc., for each Underwriter's account, to accept delivery of, receipt for, and make payment of, the principal amount of the Senior Notes which each Underwriter has agreed to purchase. RBS Securities Inc., individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The delivery of the Senior Notes shall be made in fully registered form, registered in the name of CEDE & CO., to the offices of The Depository Trust Company in New York, New York or its designee, and the Representatives shall accept such delivery. The certificate(s) for the Senior Notes will be made available for examination by the Representatives not later than 12:00 Noon, New York time, on the last business day prior to the Closing Date.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject Subject to the terms and conditions and in reliance upon the representations, warranties, covenants and agreements herein set forth, the Fund Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $10.34 per share (the "Purchase Price"), that number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the aggregate number of Firm Shares, subject to adjustment in accordance with Section 10 hereof. (b) Subject to the terms and conditions and in reliance upon the representations, warranties, covenants and agreements herein set forth, each such Selling Stockholder agrees, severally and not jointly, to sell to the Underwriters, and each Underwriter agrees agrees, severally and not jointly, to purchase the Shares from the Fund such Selling Stockholder, at the price per share Purchase Price, that number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be sold by such Selling Stockholder as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the aggregate number of Firm Shares, subject to adjustment in accordance with Section 10 hereof. (c) Each Selling Stockholder listed on Schedule II as a seller of Additional Shares, grants, severally and not jointly, to the Underwriters an option to purchase all or any part of such Additional Shares at the Purchase Price. Subject to the terms and conditions and in reliance upon the representations, warranties, covenants and agreements herein set forth, Additional Shares may be purchased from such Selling Stockholders, for the accounts of the respective Underwriters in the same proportion that the number of Firm Shares set forth in Schedule I hereto opposite the Pricing Agreement. (1) If name of such Underwriter bears to the Fund has elected not total number of Firm Shares. Such option may be exercised only to rely upon Rule 430A under cover over-allotments in the Rules and Regulations, sale of the initial public offering price and the purchase price per share to be paid Firm Shares by the Underwriters for the Shares have each been determined and set forth may be exercised in the Pricing Agreement, dated the date hereof, whole or in part at any time and an amendment from time to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following time within 30 days after the date of this Agreement, this Agreement shall terminate forthwithin each case upon written or facsimile notice, without liability of any party to any other partyor verbal or telephonic notice confirmed by written or telegraphic notice, except as provided in Section 5, unless otherwise agreed to by the FundUnderwriters to such Selling Stockholder no later than 12:00 noon, New York City time, on the Adviser business day before the Firm Shares Closing Date (as hereinafter defined) or at least two business days before the Additional Shares Closing Date (as hereinafter defined), as the case may be, setting forth the number of Additional Shares to be purchased and the Underwritertime and date (if other than the Firm Shares Closing Date) of such purchase. (bd) Payment of the purchase price for, and delivery of certificates forof, the Firm Shares to be purchased by the Underwriters shall be made at the office offices of Brown Jefferies & Wood LLPCompany, One World Trade CenterInc., 520 Madison Avenue, 12th Floor, New York, New York 10048-0557 Nxx Xxxx 00022, or at such other place as shall be agreed upon by oxxxx xxxxx xx xxxxx xx xxxxxx xxxx xx xxx Xxxxxxxxxxxx xnd the Underwriter and the FundCompany at 10:00 A.M., at 9:00 A.M. New York City time, on the third business day following the date the Registration Statement becomes effective or(fourth, if the Fund has elected to rely upon Rule 430A of the Rules and Regulationspricing occurred after 4:30 P.M., the third New York City time, on any given day) business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing this Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Underwriters and the Fund Company (such time and date of payment and delivery being herein called the "Firm Shares Closing Date"). Payment shall be made to the Company and such Selling Stockholders by wire transfer and payable in immediately available funds to the order of the Company and such Selling Stockholders against delivery to the Underwriters of the Firm Shares. (e) Payment of the purchase price for, and delivery of, the Additional Shares to be purchased by the Underwriters shall be made at the offices as set forth above or at such other place as shall be agreed upon by the Underwriters and the Company at the time and on the date (which may be the same as, but in no event shall be earlier than, the Firm Shares Closing Date) specified in the notice referred to in Section 3(c) hereof (such time and date of delivery and payment are called the "Additional Shares Closing Date"). The Firm Shares Closing Date and the Additional Shares Closing Date are called, individually, a "Closing Date" and together, the "Closing Dates." Payment shall be made to such Selling Stockholders by wire transfer and payable in immediately available funds to the order of such Selling Stockholders against delivery to the Underwriters of the applicable Additional Shares. (f) The Shares shall be in such denominations and registered in such names as the Underwriters may request in writing at least two business days before the Firm Shares Closing Date or, in the case of the Additional Shares, on the day of notice of exercise of the option as described in Section 3(c) hereof. The Shares will be made available for examination and packaging by the Underwriters not later than 1:00 P.M., New York City time, on the last business day prior to the Firm Shares Closing Date (or the Additional Shares Closing Date in the case of the Additional Shares) at such place as is reasonably designated by the Underwriters. If the Underwriters so elect, delivery of the Shares may be made by credit through full FAST transfer to the accounts of The Depository Trust Company designated by the Underwriters. (g) It is understood that each Underwriter, individually and not as a representative of the other Underwriters, may (but shall not be obligated to) make payment to the Company or any Selling Stockholder, as the case may be, on behalf of any Underwriter or Underwriters for any Shares to be purchased by such Underwriter or Underwriters in connection with the Offering. Any such payment by an Underwriter shall not relieve such Underwriter or Underwriters from any of its or their other obligations hereunder.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund at Company, the price per share principal amount of the Senior Notes set forth in Schedule I to this Agreement opposite the Pricing Agreement. name of such Underwriter (1) If the Fund has elected not plus any additional amount of Senior Notes that such Underwriter may become obligated to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment pursuant to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2provisions of Section 11 hereof) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase at a price per share to be paid by the Underwriter for the Shares shall be an amount equal to 99.650% of the applicable initial public offering price, less an principal amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriterthereof. (b) Payment of the purchase price for, and delivery of certificates for, for the Shares Senior Notes shall be made at the office offices of Brown & Wood Xxxxxxxx Xxxxxxx LLP, One World Trade Center30 Xxxx Xxxxx Xx. Boulevard, New YorkX.X., Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 at 10:00 A.M., New York 10048-0557 or at such other place as shall be agreed upon by Time, on March 16, 2010 (unless postponed in accordance with the Underwriter and the Fund, at 9:00 A.M. on the third business day following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A provisions of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), Section 11 hereof) or such other time not later than ten business days after such time, place or date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such time and date of payment and delivery being herein called the “Closing Date”). Payment shall be made to the Company by wire transfer in federal funds at the Closing Date against delivery of the Senior Notes to Barclays Capital Inc. on behalf of all of the Underwriters. It is understood that each Underwriter has authorized Barclays Capital Inc., for each Underwriter’s account, to accept delivery of, receipt for, and make payment of, the principal amount of the Senior Notes which each Underwriter has agreed to purchase. Barclays Capital Inc., individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The delivery of the Senior Notes shall be made in fully registered form, registered in the name of CEDE & CO., to the offices of The Depository Trust Company in New York, New York or its designee, and the Underwriters shall accept such delivery. The certificate(s) for the Senior Notes will be made available for examination by the Representatives not later than 12:00 Noon, New York time, on the last business day prior to the Closing Date.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Trust agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Trust that amount of Initial Securities set forth in Schedule A of the 2,000,000 Initial Securities at the purchase price of $25 per Preferred Security. The initial public offering price for the Preferred Securities shall be $25 per Preferred Security. The commission per Preferred Security to be paid by the Company to the Underwriters shall be $___ per Preferred Security and the distribution rate on the Preferred Securities shall be __% per annum. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund agrees to sell the Shares Trust hereby grants an option to the Underwriter Underwriters, severally and the Underwriter agrees not jointly, to purchase up to an additional 300,000 Preferred Securities in accordance with the Shares from the Fund at the price per share terms set forth in the Pricing Agreement. (1) If the Fund has elected not to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fundpreceding paragraph. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business option hereby granted will expire at 5:00 p.m. on the fourteenth business 30th day following after the date of this AgreementAgreement (or at 5:00 p.m. on the next business day if such 30th day is not a business day) and may be exercised, this Agreement shall terminate forthwithon one occasion only, without liability solely for the purpose of any party to any other party, except as provided covering over-allotments which may be made in Section 5, unless otherwise agreed to connection with the offering and distribution of the Initial Securities upon notice by the FundUnderwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been given. If the option is exercised as to all or any portion of the Option Securities, the Adviser Option Securities as to which the option is exercised shall be purchased by the Underwriters, severally and the Underwriter.not jointly, in their respective underwriting obligation proportions set forth in Schedule A. (b) Payment of the purchase price for, and delivery of certificates for, the Shares Initial Securities shall be made at the office offices of Brown Simpson Thacher & Wood LLPBartlett, One World Trade Center, New York, New York 10048-0557 or at such other place as shall be agreed upon by the Underwriter and the Fundxxxx xx xxx Xxxpanx xxx xxe Underwriters, at 9:00 A.M. 9:30 a.m. on the third business day following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third full business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date)hereof, or at such other time not later more than ten seven full business days after thereafter as the Underwriters and the Company shall determine (such date and time of payment and delivery being herein called the "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Simpson Thacher & Bartlett, or at such other place as shall be agreed upon xxxx xx xxx Xxxpanx xxx xxe Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, against delivery to the Underwriters for the respective accounts of the Underwriters of Preferred Securities to be purchased by them. (c) The Preferred Securities shall be issued in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company ("DTC") or in such names as the Underwriters may request in writing at least one business day before the Closing Time or the Option Closing Date, as the case may be. The Global Securities representing the Initial Securities or the Option Securities to be purchased will be made available for examination by the Underwriter Underwriters and counsel to the Fund (such timeUnderwriters not later than 10:00 a.m. on the business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters Closing. (a) On Subject to the terms and conditions set forth herein, and subject to adjustments as you may determine to avoid fractional shares: (i) the Company agrees to sell to each Underwriter, severally and not jointly, and, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, agrees to purchase the Shares from the Fund Company, at the a purchase price of per share (the "Initial Price"), the aggregate number of Primary Shares that bears that same proportion to the aggregate number of Primary Shares to be issued and sold by the Company as the number of Primary Shares set forth opposite the name of such Underwriter in the Pricing Agreement. Schedule I (1) If the Fund has elected not to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the or such number of Primary Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except increased as provided in Section 5, unless otherwise agreed 9 hereof) bears to the aggregate number of Primary Shares to be sold by the FundCompany and the Selling Stockholders. The Company will have no obligation to sell to the Underwriters any of such Primary Shares that are being issued and sold by the Company hereunder unless the Underwriters purchase all of the Primary Shares hereunder; and (ii) the Selling Stockholders agree, severally and not jointly, to sell to each Underwriter, severally and not jointly, and, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Underwriter, severally and not jointly, agrees to purchase from the Selling Stockholders at the Initial Price, the Adviser aggregate CHAMPIONSHIP AUTO RACING TEAMS, INC. UNDERWRITING AGREEMENT -13- 14 number of Stockholder Shares that bears the same proportion to the aggregate number of Stockholder Shares to be sold by the Selling Stockholder as the number of Stockholder Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Stockholder Shares increased as provided in Section 9 hereof) bears to the aggregate number of Stockholder Shares to be sold by the Company and the UnderwriterSelling Stockholders, and the Selling Stockholders will have no obligation to sell to the Underwriters any of the Stockholders Shares to be sold by the Selling Stockholders hereunder unless the Underwriters purchase all of such Stockholder Shares hereunder. (b) The Company grants to the Underwriters an option to purchase all or any part of the Option Shares at the Initial Price. Option Shares shall be purchased from the Company, severally and not jointly, for the accounts of the Underwriters in proportion to the number of Primary Shares set forth in Schedule I hereto opposite the name of such Underwriter. Such option may be exercised only to cover over-allotments in the sale of the Primary Shares and the Stockholder Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Primary Shares Closing Date (as hereinafter defined), and only once thereafter within 30 days after the date of the Prospectus, in each case upon written or telegraphic notice, or oral or telephonic notice confirmed by written or facsimile notice, by the Underwriters to the Company no later than 12:00 noon, New York City time, on the business day before the Primary Shares Closing Date or at least two business days before the Option Shares Closing Date (as hereinafter defined), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Primary Shares Closing Date) of such purchase. (c) Payment of the purchase price prices for, and delivery of certificates forof, the Primary Shares and the Stockholders Shares to be purchased by the Underwriters shall be made at the office offices of Brown Jeffxxxxx & Wood LLPXompany, One World Trade CenterInc., New York39 Bxxxxxxx, New York 10048-0557 or Xxx Xxxx, Xxx Xxxx 00000, xx at such other place as shall be agreed upon by the Underwriter Underwriters and the FundCompany, at 9:00 A.M. 10:00 A.M., New York City time, on the third or fourth business day following the date of the Registration Statement becomes effective (or, if the Fund has Company elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable430A, the fourth business day after such applicable datethe date of execution of this Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Underwriters and the Fund Company ( such time and date of payment and delivery being herein called the "Primary Shares Closing Date"). Payment shall be made to the Company and the Selling Stockholders, as the case may be, by wire transfer in same day funds payable to the order of the Company or the Selling Stockholders, as applicable, against delivery to the Underwriters of the Primary Shares or Stockholder Shares. (d) Payment of the purchase price for, and delivery of, the Option Shares to be purchased by the Underwriters shall be made at the office as set forth above or at such other place as shall be agreed upon by the Underwriters and the Company at the time and on the date (which may be the same as, but in no event shall be earlier than, the Primary Shares Closing Date) specified in the notice referred to in Section 2(b) (such timetime and date of delivery and payment being herein called the "Option Shares Closing Date"). The Primary Shares Closing Date and the Option Shares Closing Date are called, individually, the "Closing Date" and together, the "Closing Dates." Payment shall be made to the Company by wire transfer in same day funds payable to the order of the Company against delivery to the Underwriters of the Option Shares.

Sale and Delivery to the Underwriters Closing. (a) On Subject to the terms and conditions set forth herein, the Company agrees to issue and sell to each Underwriter, severally and not jointly, and, on the basis of the representations and warranties of the Company herein contained and subject to the terms and conditions herein set forth, each Underwriter agrees, severally and not jointly, to purchase from the Fund agrees Company, at a purchase price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof (subject to such adjustments as you may make to avoid fractional shares). The Company will have no obligation to sell the Underwriters any of the Firm Shares to hereunder unless the Underwriter and Underwriters purchase all of the Underwriter agrees to purchase the Firm Shares from the Fund at the price per share set forth in the Pricing Agreementhereunder. (1b) If the Fund has elected not The Company hereby grants to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for an option to purchase all or any part of the Additional Shares have at the Initial Price. On the basis of the representations and warranties of the Company herein contained and subject to the terms and conditions herein set forth, upon any exercise of such option, each been determined Underwriter shall, severally and not jointly, purchase from the Company such number of Additional Shares which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. Schedule I hereto (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that or such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except number increased as provided in Section 5, unless otherwise agreed 8 hereof) bears to __________ (subject to such adjustments as you may make to avoid fractional shares). Such option may be exercised only to cover over-allotments in the sale of the Firm Shares by the FundUnderwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the Adviser business day before the Firm Shares Closing Date (as hereinafter defined), and thereafter from time to time within 30 days after the date of the Prospectus, in each case upon written or telegraphic notice, or verbal or telephonic notice confirmed by written or facsimile notice, by the Underwriters to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Additional Shares Closing Date (as hereinafter defined), as the case may be, setting forth the number of Additional Shares to be purchased and the Underwritertime and date (if other than the Firm Shares Closing Date) of such purchase. (bc) Payment of the purchase price for, and delivery of certificates forof, the Firm Shares to be purchased by the Underwriters shall be made at the office offices of Brown Jeffxxxxx & Wood LLPXompany, One World Trade Inc., Harborside Financial Center, New YorkPlazx XXX, New York 10048-0557 or Xxxxx 000, Xxxxxx Xxxx, Xxx Xxxxxx, 00000, Xxtn: Victxx Xxxxxxxxxx, xx at such other place as shall be agreed upon by the Underwriter you and the FundCompany, at 9:00 A.M. 10:00 a.m., New York City time, on the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) (unless postponed in accordance with the provisions of Section 8 hereof) following the date the Registration Statement becomes effective (or, if the Fund Company has elected to rely upon on Rule 430A of the Rules and Regulationsor Rule 434, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after such applicable datethe determination of the initial public offering price of the Shares), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Underwriters and the Fund Company (such time and date of payment and delivery being herein called the "Firm Shares Closing Date"). (d) Payment of the purchase price for, and delivery of, any Additional Shares to be purchased by the Underwriters shall be made at the office as set forth in Section 2(c) or at such other place as shall be agreed upon by you and the Company at the time and on the date (which may be the same as the Firm Shares Closing Date) specified in the notice referred to in Section 2(b) (such time and date of delivery and payment being herein called the "Additional Shares Closing Date"). Payment shall be made to the Company by wire transfer of immediately available funds against delivery to you for the respective accounts of the Underwriters of certificates representing the Additional Shares being purchased. (e) Certificates representing the Shares shall be in such denominations and registered in such names as the Underwriters may request in writing at least two business days before the Firm Shares Closing Date or, in the case of Additional Shares, on the day of notice of exercise of the option as described in Section 2(b). The certificates representing the Shares will be made available for examination and packaging by the Underwriters not later than 1:00 p.m., New York City time, on the last business day prior to the Firm Shares Closing Date (or the Additional Shares Closing Date in the case of the Additional Shares) at such place as is designated by the Underwriters.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations representations, warranties and warranties covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, acting severally and not jointly, agrees to purchase the Shares from the Fund Company, at the price per share set forth in the Pricing Agreement, the total number of Initial Securities set forth in Schedule A opposite the name of such Underwriter (except as otherwise provided in the Pricing Agreement), plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (1i) If the Fund Company has elected not to rely upon Rule 430A under of the Rules and 1933 Act Regulations, the initial public offering price and the purchase price per share to be paid by the several Underwriters for the Shares Securities have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2ii) If the Fund Company has elected to rely upon Rule 430A under of the Rules and 1933 Act Regulations, the purchase price per share to be paid by the Underwriter several Underwriters for the Shares Securities shall be an amount equal to the applicable initial public offering price, less an amount per share to be determined by agreement between the Underwriter Representatives and the FundCompany. The initial public offering price per share of the Securities shall be a fixed price to be determined by agreement between the Underwriter Representatives and the FundCompany. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto the Company and the Representatives by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser Company and the UnderwriterRepresentatives. (b) In addition, on the basis of the representations, warranties and covenants herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 165,000 shares of Common Stock at the price per share set forth in the Pricing Agreement. The option hereby granted will expire 30 days after (i) the date the Registration Statement becomes effective, if the Company has elected not to rely on Rule 430A under the 1933 Act Regulations, or (ii) the Representation Date, if the Company has elected to rely upon Rule 430A under the 1933 Act Regulations, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full business days and not earlier than two full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, unless otherwise agreed by the Representatives and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that portion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares. (c) Payment of the purchase price for, and delivery of certificates for, the Shares Initial Securities shall be made at the office of Brown & Wood LLPWood, One World Trade Center, New York, New York 10048-0557 , or at such other place xxxxx plxxx as shall be agreed upon by xxxxx xx xxxxxx xxxx xx xxx Xxxxxxxxxxxxxxx xxd the Underwriter and the FundCompany, at 9:00 10:00 A.M. on the third (fourth, if the pricing occurs after 4:30 P.M. on any given day) business day (unless postponed in accordance with the provisions of Section 10) following the date the Registration Statement becomes effective (or, if the Fund Company has elected to rely upon Rule 430A of the Rules and 1933 Act Regulations, the third (fourth, if the pricing occurs after 4:30 P.M. on any given day) business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such timetime and date of payment and delivery being herein called "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Brown & Wood, or at such other place as shall be agreed upon by the Reprxxxxxatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by certified or official bank check or checks drawn in [Federal funds or similar same-day

Sale and Delivery to the Underwriters Closing. (a) On The several commitments of the Underwriters to purchase the Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions set forth herein or in the applicable Terms Agreement. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund agrees to sell Company may grant, if so provided in the Shares applicable Terms Agreement relating to the Underwriter Initial Underwritten Securities, an option to the Underwriters named in such Terms Agreement, severally and not jointly, to purchase up to the number of Option Securities set forth therein at the same price per Option Security as is applicable to the Initial Underwritten Securities. Such option, if granted, will expire 30 days (or such lesser number of days as may be specified in the applicable Terms Agreement) after the Representation Date relating to the Initial Underwritten Securities, and may be exercised in whole or in part from time to time upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time, date and place of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days nor earlier than two full business days after the exercise of said option, nor in any event prior to the Closing Time, unless otherwise agreed upon by the Representatives and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Underwritten Securities each such Underwriter agrees has severally agreed to purchase the Shares from the Fund at the price per share as set forth in the Pricing applicable Terms Agreement bears to the total number of Initial Underwritten Securities (except as otherwise provided in the applicable Terms Agreement), subject to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional Underwritten Securities. (1) If the Fund has elected not to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriter. (bc) Payment of the purchase price for, and delivery of certificates for, the Shares Underwritten Securities to be purchased by the Underwriters shall be made at the office offices of Brown & Wood Xxxxxxxx Chance US LLP, One World Trade Center00 Xxxx 00xx Xxxxxx, New YorkXxx Xxxx, New York 10048-0557 Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Underwriter Representatives and the Fund, Company at 9:00 A.M. 9:30 a.m. on the fourth business day (or the third business day if required under Rule 15c6-1 of the 1934 Act, or unless postponed in accordance with the provisions of Section 9) following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective applicable Terms Agreement or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or at such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Representatives and the Fund Company (each referred to herein as a “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such timeOption Securities shall be made at the above-mentioned offices of Xxxxxxxx Chance US LLP, or at such other place as shall be agreed upon by the Representatives and the Company on each Date of Delivery as specified in the notice from the Representatives to the Company. Unless otherwise specified in the applicable Terms Agreement, payment shall be made to the Company by wire transfer of Federal or similar same day funds payable to the order of the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Underwritten Securities to be purchased by them. Certificates for the Underwritten Securities and the Option Securities, if any, shall be in such denominations and registered in such names as the Representatives may request in writing at least two business days before the Closing Time or the relevant Date of Delivery, as the case may be. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Underwritten Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Underwritten Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder. The certificates for the Initial Underwritten Securities and the Option Securities, if any, will be made available for examination and packaging by the Representatives not later than 10:00 a.m. on the last business day prior to the Closing Time or the relevant Date of Delivery, as the case may be, in New York, New York.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter Underwriters, and the Underwriter agrees Underwriters agree to purchase the Shares from the Fund at Company, the price per share number of Initial Securities set forth in the Pricing Agreement. (1) If the Fund has elected not to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and at the purchase price per share and terms set forth herein and in the Price Determination Agreement. In addition, on the basis of the representations and warranties herein contained and subject to be paid by the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters for to purchase all or a portion of the Shares have each been determined and Option Securities in accordance with the terms set forth herein and in the Pricing Price Determination Agreement, dated . The option hereby granted will expire at 5:00 p.m. on the 30th day after the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid is declared effective by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business Commission (or at 5:00 p.m. on the fourteenth next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of this Agreement, this Agreement delivery (the “Option Closing Date”) shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to be determined by the FundUnderwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to the Adviser and Closing Time, as hereinafter defined, nor earlier than the Underwritersecond business day after the date on which the notice of the exercise of the option shall have been given. (b) Payment of the purchase price for, and delivery of certificates for, the Shares Common Stock issuable in connection with the Initial Securities shall be made at the office of Brown & Wood LLP, One World Trade Center, New York, New York 10048-0557 or at such other place as shall be agreed upon by the Underwriter Company and the FundUnderwriters, at 9:00 A.M. 9:30 a.m. on the third business day following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third full business day after execution the effective date of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date)Statement, or at such other time not later earlier than three or more than ten full business days after thereafter as the Underwriters and the Company shall determine (such date and time of payment and delivery being herein called the “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at such place as shall be agreed upon by the Underwriter Company and the Fund Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, against delivery of the Common Stock which comprises the Initial Securities and Option Securities, as the case may be, to the Underwriters. (c) The Common Stock which comprises the Initial Securities and Option Securities, as the case may be, shall be registered in such timename or names as the Underwriters may request in writing at least two business days prior to the Closing Time or the Option Closing Time, as the case may be.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained contained, and subject to the terms and conditions herein set forth, each of the Fund Selling Stockholders, acting severally and not jointly, agrees to sell the Shares to the each Underwriter, and each Underwriter agrees, severally and the Underwriter agrees not jointly, to purchase the Shares from the Fund such Selling Stockholder, at the a purchase price equal to $ per share that proportion of the number of Firm Shares set forth in Schedule II opposite the Pricing Agreement. (1) If name of such Selling Stockholder which the Fund has elected not to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the number of Firm Shares have each been determined and set forth in Schedule I opposite the Pricing Agreementname of such Underwriter, dated plus any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the date provisions of Section 10 hereof, and an amendment bears to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close total number of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the UnderwriterFirm Shares. (b) Payment of the purchase price for, and delivery of certificates forof, the Firm Shares shall be made at the office offices of Brown Shearman & Wood LLPSterling, One World Trade Center599 Lexington Avenue, New York, New York 1004810022, or at such other place xx xxx Xxxx xx Xxx Xxxx, xx 00:00 X.X. xx , 0001, or at such other time not more than ten full Business Days thereafter as shall be agreed upon by the Company, the Selling Stockholders and the Underwriters, or as shall otherwise be provided in Section 10 (such date and time of payment and delivery being herein called the "Initial Closing Time"). In addition, in the event that any or all of the Additional Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Additional Shares shall be made at the above-0557 mentioned offices, or at such other place as shall be agreed upon by the Underwriter Underwriters, the Company and the FundSelling Stockholders on each Additional Closing Time, as hereinafter defined, as specified in the notice from the Underwriters to the Company and the Selling Stockholders. (c) Payment shall be made to the Selling Stockholders by wire transfer of immediately available funds to a bank account designated by the Selling Stockholders, against delivery to the Underwriters for the respective accounts of the Underwriters of the certificates evidencing the Firm Shares to be purchased by them. Certificates evidencing the Firm Shares shall be in definitive form and shall be registered in such names and in such denominations as the Underwriters may specify at least two business days prior to the Closing Time by written notice to the Selling Stockholders. (d) In addition, the Selling Stockholders, acting severally and not jointly, hereby grant to the Underwriters, severally and not jointly, the option to purchase up to an additional 1,914,750 Shares, in the respective amounts set forth in Schedule II as to each Selling Stockholder, at 9:00 A.M. the same purchase price per Share to be paid by the Underwriters to the Selling Stockholders for the Firm Shares as set forth in Section 2(a) hereof, less an amount equal to any dividends or distributions declared by the Company and payable on the third business Additional Shares to the Selling Stockholders after the date hereof, for the sole purpose of covering over-allotments in the sale of the Firm Shares by the Underwriters. This option may be exercised at any time, in whole or in part (but not more than once), on or before the 30th day following the date of the Registration Statement becomes effective orProspectus, by written notice by the Underwriters to the Company and the Selling Stockholders. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by the Underwriters, when the Additional Shares are to be delivered (such date and time of delivery is herein sometimes referred to as the "Additional Closing Time", the Initial Closing Time and the Additional Closing Time are each hereafter referred to as a "Closing Time"); provided, however, that the Additional Closing Time shall not be earlier than the Initial Closing Time in respect of the Firm Shares or earlier than the third full business day (or one full business day if the Fund has elected to rely upon Rule 430A of Additional Closing Time will occur simultaneously with the Rules and Regulations, Initial Closing Time) after the third date on which the option shall have been exercised nor later than the seventh full business day after execution the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). The Additional Shares shall be registered in such names and in such denominations as the Underwriters may request in writing at least two full business days prior to the Additional Closing Time. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to 12,765,000 subject, however, to such adjustments to eliminate any fractional shares as the Underwriters in their sole discretion shall make. Payment for the Additional Shares shall be made to the Selling Stockholders in the manner specified in Section 2(c) against delivery to the Underwriters of the Pricing Agreementcertificates evidencing the Additional Shares, (or, if pricing takes place after 4:30 P.M. on either for the date the Registration Statement becomes effective or the date of execution respective accounts of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter and the Fund (such timeUnderwriters.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund agrees to sell the Shares to the each Underwriter and the Underwriter each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund at the price per share set forth in the Pricing Agreement the Shares set forth in Schedule A opposite the name of such Underwriter (except as otherwise provided in the Pricing Agreement), plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (1) If the Fund has elected not to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the several Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter Underwriters for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter Representatives and the Fund. The initial public offering price per share of the Shares shall be a fixed price to be determined by agreement between the Underwriter Representatives and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the FundFund and the Representatives. (3) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Adviser Fund hereby grants an option to the Underwriters to purchase up to an additional 2,250,000 Shares at the price per share set forth in the Pricing Agreement. The option hereby granted will expire 45 days after the date hereof (or, if the Fund has elected to rely upon Rule 430A under the Rules and Regulations, 45 days after the execution of the Pricing Agreement) and may be exercised, up to three times, only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Fund setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the Underwritertime, date and place of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives but shall not be later than seven full business days after the exercise of such option, nor in any event prior to Closing Time, as hereinafter defined, unless otherwise agreed upon by the Representatives and the Fund. If the option is exercised as to all or any portion of the Option Shares, the Option Shares shall be purchased by the Underwriters, severally and not jointly, in proportion to their respective Initial Share underwriting obligations as set forth in Schedule A (except as otherwise provided in the Pricing Agreement). (4) The Fund will notify the Underwriters at least 10 days prior to the declaration of any dividend to be declared during the 45 day period during which the option to purchase the Option Shares is in effect. (b) Payment of the purchase price for, and delivery of certificates for, the Initial Shares shall be made at the office of Brown Xxxxx & Wood LLPXxxx, One World Trade CenterXxx Xxxxx Xxxxx Xxxxxx, New YorkXxx Xxxx, New York 10048-0557 Xxx Xxxx 00000 or at such other place as shall be agreed upon by the Underwriter Representatives and the Fund, at 9:00 10:00 A.M. on the third fifth business day (unless postponed in accordance with the provisions of Section 10) following the date the Registration Statement becomes effective (or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations430A, the third fifth business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Representatives and the Fund (such timetime and date of payment and delivery being herein called "Closing Time"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above-mentioned office of Xxxxx & Wood, or at such other place as shall be mutually agreed upon by the Fund and the Representatives, on each Date of Delivery as specified in the notice from the Representatives to the Fund. Payment shall be made to the Fund by certified or official bank check or checks drawn in New York Clearing House or similar next-day funds and payable to the order of the Fund, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. Certificates for the Initial Shares and Option Shares shall be in such denominations and registered in such names as the Representatives may request in writing at least two business days before Closing Time or the Date of Delivery, as the case may be. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Shares and the Option Shares which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Shares and the Option Shares to be purchased by any Underwriter whose check has not been received by Closing Time or the Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. The certificate for the Initial Shares and the Option Shares will be made available for examination and packaging by the Underwriters not later than 10:00 A.M. on the last business day prior to Closing Time or the Date of Delivery, as the case may be.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund at Company, the price per share principal amount of the Senior Notes set forth in Schedule I to this Agreement opposite the Pricing Agreement. name of such Underwriter (1) If plus any additional amount of the Fund has elected not Senior Notes that such Underwriter may become obligated to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment pursuant to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulationsprovisions of Section 11 hereof), the purchase at a price per share to be paid by the Underwriter for the Shares shall be an amount equal to 99.371% of the applicable initial public offering price, less an principal amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriterthereof. (b) Payment of the purchase price for, for and delivery of certificates for, for the Shares Senior Notes shall be made at the office offices of Brown Xxxxx & Wood Xxxxxxx LLP, One World Trade Center0000 Xxxxx Xxxxxx Xxxxx, New YorkXxxxxxxxxx, Xxxxxxx at 10:00 A.M., New York 10048-0557 or at such other place as shall be agreed upon by Time, on February 8, 2006 (unless postponed in accordance with the Underwriter and the Fund, at 9:00 A.M. on the third business day following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A provisions of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), Section 11) or such other time not later than ten business days after such time, place or date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such time and date of payment and delivery being herein called the “Closing Date”). Payment shall be made to the Company by wire transfer in federal funds at the Closing Date against delivery of the Senior Notes to Banc of America Securities LLC on behalf of all of the Underwriters. It is understood that each Underwriter has authorized Banc of America Securities LLC, for each Underwriter's account, to accept delivery of, receipt for, and make payment of, the principal amount of the Senior Notes which each Underwriter has agreed to purchase. Banc of America Securities LLC, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The delivery of the Senior Notes shall be made in fully registered form, registered in the name of CEDE & CO., to the offices of The Depository Trust Company in New York, New York or its designee, and the Underwriters shall accept such delivery. The certificate(s) for the Senior Notes will be made available for examination by the Representatives not later than 12:00 Noon, New York time, on the last business day prior to the Closing Date.

Sale and Delivery to the Underwriters Closing. (a) On The several commitments of the Underwriters to purchase the Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions set forth herein or in the applicable Terms Agreement. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund agrees to sell Company may grant, if so provided in the Shares applicable Terms Agreement relating to the Underwriter Initial Underwritten Securities, an option to the Underwriters named in such Terms Agreement, severally and not jointly, to purchase up to the number of Option Securities set forth therein at the same price per Option Security as is applicable to the Initial Underwritten Securities. Such option, if granted, will expire 30 days (or such lesser number of days as may be specified in the applicable Terms Agreement) after the Representation Date relating to the Initial Underwritten Securities, and may be exercised in whole or in part from time to time upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time, date and place of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days nor earlier than two full business days after the exercise of said option, nor in any event prior to the Closing Time, unless otherwise agreed upon by the Representatives and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Underwritten Securities each such Underwriter agrees has severally agreed to purchase the Shares from the Fund at the price per share as set forth in the Pricing applicable Terms Agreement bears to the total number of Initial Underwritten Securities (except as otherwise provided in the applicable Terms Agreement), subject to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional Underwritten Securities. (1) If the Fund has elected not to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriter. (bc) Payment of the purchase price for, and delivery of certificates for, the Shares Underwritten Securities to be purchased by the Underwriters shall be made at the office offices of Brown & Wood Xxxxxxxx Chance US LLP, One World Trade Center000 Xxxx Xxxxxx, New YorkXxx Xxxx, New York 10048-0557 Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Underwriter Representatives and the Fund, Company at 9:00 A.M. 9:30 a.m. on the fourth business day (or the third business day if required under Rule 15c6-1 of the 1934 Act, or unless postponed in accordance with the provisions of Section 9) following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective applicable Terms Agreement or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or at such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Representatives and the Fund Company (each referred to herein as a “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such timeOption Securities shall be made at the above-mentioned offices of Xxxxxxxx Chance US LLP, or at such other place as shall be agreed upon by the Representatives and the Company on each Date of Delivery as specified in the notice from the Representatives to the Company. Unless otherwise specified in the applicable Terms Agreement, payment shall be made to the Company by wire transfer of Federal or similar same day funds payable to the order of the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Underwritten Securities to be purchased by them. Certificates for the Underwritten Securities and the Option Securities, if any, shall be in such denominations and registered in such names as the Representatives may request in writing at least two business days before the Closing Time or the relevant Date of Delivery, as the case may be. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Underwritten Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Underwritten Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder. The certificates for the Initial Underwritten Securities and the Option Securities, if any, will be made available for examination and packaging by the Representatives not later than 10:00 a.m. on the last business day prior to the Closing Time or the relevant Date of Delivery, as the case may be, in New York, New York.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject Subject to the terms and conditions herein set forth, the Fund Company agrees to cause the Issuer to issue the Offered Securities and agrees to sell the Shares Offered Securities to each of the Underwriter Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Class A Notes, the Class B Notes and the Underwriter agrees to purchase the Shares from the Fund at the price per share Class C Notes set forth in opposite the Pricing Agreement. (1) If the Fund has elected not to rely upon Rule 430A under the Rules name of such Underwriter, and Regulations, the initial public offering price and at the purchase price per share set forth, in Schedule A hereto. Each class of the Offered Securities shall be represented by one or more definitive global certificates registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"). The Company will cause the Issuer to be paid transfer the Offered Securities in book-entry form to Barclays Capital Inc. (the "Representative"), for the account of each Underwriter, against payment by the Underwriters for the Shares have Representative (by or on behalf of each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2such Underwriter or otherwise) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriter. (b) Payment of the purchase price fortherefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Offered Securities to the account of the Representative at DTC. The time and date of such delivery of certificates for, the Shares and payment shall be made at the office of Brown & Wood LLP, One World Trade Center, New York10:00 a.m., New York 10048-0557 or at such other place as shall be agreed upon by the Underwriter and the FundCity time, at 9:00 A.M. on the third business day following the date the Registration Statement becomes effective orAugust 15, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), 2003 or such other time not later than ten business days after such and date as shall the Representative and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be agreed upon delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof and the Offered Securities will be delivered at the offices of Wolf, Block, Xxxxxx and Xxxxx-Xxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Closing Location"), all at the Time of Delivery. A meeting will be held at the Closing Location at 10:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the Underwriter parties hereto. For the purposes of this Section 3, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Company will cause the Fund (such timeglobal certificates referred to above to be made available to the Representative for checking at least 24 hours prior to the Time of Delivery at the Closing Location.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, (i) the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund at Company, the price per share number of shares of the Preference Stock set forth in Schedule I to this Agreement opposite the Pricing Agreement. name of such Underwriter (1) If plus any additional shares of the Fund has elected not Preference Stock that such Underwriter may become obligated to rely upon Rule 430A under purchase pursuant to the Rules and Regulationsprovisions of Section 11 hereof), the initial public offering at a price and the purchase price equal to $25.00 per share of Preference Stock and (ii) the Company agrees to be paid by the Underwriters for the Shares have pay each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment Underwriter as compensation hereunder a commission equal to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price $0.4375 per share to be paid of Preference Stock purchased by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriter. (b) Payment of the purchase price for, for and delivery of certificates for, for the Shares Preference Stock shall be made at the office offices of Brown Xxxxx & Wood Xxxxxxx LLP, One World Trade Center0000 Xxxxx Xxxxxx Xxxxx, New YorkXxxxxxxxxx, Xxxxxxx at 10:00 A.M., New York 10048-0557 or at such other place as shall be agreed upon by Time, on September 19, 2007 (unless postponed in accordance with the Underwriter and the Fund, at 9:00 A.M. on the third business day following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A provisions of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), Section 11) or such other time not later than ten business days after such time, place or date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such time and date of payment and delivery being herein called the “Closing Date”). Payment shall be made to the Company by wire transfer in federal funds at the Closing Date against delivery of certificates for the shares of Preference Stock to Xxxxxx Brothers Inc. It is understood that each Underwriter has authorized Xxxxxx Brothers Inc., for each Underwriter’s account, to accept delivery of, receipt for, and make payment of, the purchase price for the shares of the Preference Stock which each Underwriter has agreed to purchase. Xxxxxx Brothers Inc., individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the shares of Preference Stock to be purchased by any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The delivery of the Preference Stock shall be made in fully registered form, registered in the name of CEDE & CO., to the offices of The Depository Trust Company in New York, New York or its designee, and the Representatives shall accept such delivery. The certificate(s) for the shares of the Preference Stock will be made available for examination by the Representatives not later than 12:00 Noon, New York time, on the last business day prior to the Closing Date. On the Closing Date the Company will pay the commission payable to the Underwriters pursuant to paragraph (a) of this Section 2 by wire transfer in federal funds against receipt therefor by the Underwriters.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained contained, and subject to the terms and conditions herein set forth, the Fund Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Shares Company, at the purchase price to be agreed upon by the Underwriter Representatives and the Underwriter agrees to purchase the Shares from the Fund at the price per share Company in accordance with Section 2(b) or 2(c), and set forth in the Pricing Price Determination Agreement, the principal amount of Securities set forth opposite the name of such Underwriter in Schedule A. If the Company elects to rely on Rule 430A, Schedule A may be attached to the Price Determination Agreement. (1b) If the Fund Company has elected not to rely upon Rule 430A under the Rules and Regulations430A, the initial public offering price and of the Securities, the purchase price per share of the Securities to be paid by the several Underwriters for and certain other principal terms of the Shares have each been determined Securities shall be agreed upon and set forth in the Pricing Price Determination Agreement, dated the date hereof, and an amendment to the Original Registration Statement and the Prospectus containing such information will be filed before the Original Registration Statement becomes effective. (2c) If the Fund Company has elected to rely upon Rule 430A under 430A, the Rules and Regulationsinitial public offering price of the Securities, the purchase price per share of the Securities to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter several Underwriters and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any certain other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriter. (b) Payment principal terms of the purchase price for, and delivery of certificates for, the Shares shall be made at the office of Brown & Wood LLP, One World Trade Center, New York, New York 10048-0557 or at such other place as Securities shall be agreed upon by the Underwriter and the Fund, at 9:00 A.M. on the third business day following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter and the Fund (such timeset

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject Subject to the terms and conditions herein set forth, the Fund Company agrees to cause the Issuer to issue and sell the Shares Offered Securities to each of the Underwriter Underwriters, severally and not jointly, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase the Shares from the Fund at Issuer, the price per share principal amount of Offered Securities set forth in opposite the Pricing Agreement. (1) If the Fund has elected not to rely upon Rule 430A under the Rules name of such Underwriter, and Regulations, the initial public offering price and at the purchase price per share set forth, in Schedule A hereto. Each class of the Offered Securities will be represented initially by one or more definitive global certificates in registered form which will be deposited by or on behalf of the Issuer with The Depository Trust Company ("DTC") or, on DTC's behalf, with DTC's designated nominee or custodian and duly endorsed to be paid DTC or in blank by an effective endorsement. The Company will cause the Issuer to transfer the Offered Securities in book-entry form to the Representative, for the account of each Underwriter, against payment by the Underwriters for the Shares have Representative (by or on behalf of each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2such Underwriter or otherwise) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriter. (b) Payment of the purchase price fortherefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), and delivery by causing DTC to credit the Offered Securities to the account of the Representative at DTC. The Company will cause the global certificates for, the Shares shall referred to above to be made available to the Representative for checking at least 24 hours prior to the Time of Delivery at the office of Brown & Wood LLP, One World Trade Center, New YorkDTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be [9:00] a.m., New York 10048-0557 or at such other place as shall be agreed upon by the Underwriter and the FundCity time, at 9:00 A.M. on the third business day following the date the Registration Statement becomes effective or[__________], if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), 2000 or such other time not later than ten business days after such and date as shall the Representative and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be agreed upon delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 6 hereof, including the cross receipt for the Offered Securities and any additional documents requested by the Underwriter Underwriters pursuant to Section 6(q) hereof, will be delivered at the offices of Wolf, Block, Schoxx xxx Solix-Xxxxx XXX, 250 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xxe "Closing Location"), and the Fund (such Offered Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 10:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund Company, at a price per share of $9.3955, the number of Initial Shares set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 4,500,000 Shares at the price per share set forth in the Pricing Agreement. (1a) If the Fund has elected not to rely upon Rule 430A under the Rules and Regulationsabove, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth less, in the Pricing Agreementcase of any Option Share, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to any distributions (on a per share basis) declared by the applicable initial public offering price, less an amount to be determined by agreement between Company which are payable on the Underwriter and the FundInitial Shares but are not payable on such Option Share. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following option hereby granted will expire 30 days after the date of this AgreementAgreement and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, this Agreement date and place of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall terminate forthwithbe determined by the Representatives but shall not be later than seven full business days, without liability nor earlier than two full business days, after the exercise of said option, nor in any party event prior to any other party, except as provided in Section 5Closing Time, unless otherwise agreed to upon by the Fund, the Adviser Representatives and the Underwriter.Company. If the option is exercised as to all or any portion of the Option Shares, such Option Shares shall be purchased by the Underwriters, severally and not jointly, in proportion to their respective Initial Share underwriting obligations as set forth in Schedule A. (bc) Payment of the purchase price for, for and delivery of certificates for, for the Initial Shares shall be made at the office offices of Brown Xxxxxxxx & Wood Worcester LLP, One World Trade CenterXxx Xxxx Xxxxxx Xxxxxx, New YorkXxxxxx, New York 10048-0557 Xxxxxxxxxxxxx 00000, or at such other place as shall be agreed upon by the Underwriter Representatives and the FundCompany, at 9:00 A.M. on the third business day following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter and the Fund (such timeat

Sale and Delivery to the Underwriters Closing. (a) On Subject to the terms and conditions set forth herein, and subject to such adjustments as you may determine to avoid fractional shares: (i) the Company agrees to sell to each Underwriter, severally and not jointly, and, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Underwriter, severally and not jointly, agrees to purchase from the Fund Company, at a purchase price of $________ per share (the "Initial Price"), the aggregate number of Firm Shares that bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 2 hereto (or such number of Firm Shares increased as provided in Section 10 hereof) bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Shareholders, and the Company will have no obligation to sell the Underwriters any of the Firm Shares that are being issued and sold by the Company hereunder unless the Underwriters purchase all of such Firm Shares hereunder; and (ii) each Selling Shareholder agrees, severally and not jointly, to sell to each Underwriter, severally and not jointly, and, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Underwriter, severally and not jointly, agrees to purchase from each Selling Shareholder at the Initial Price, the aggregate number of Firm Shares that bears the same proportion to the aggregate number of Firm Shares set forth opposite the name (b) The Company grants to the Underwriters an option to purchase all or any part of the Additional Shares at the Initial Price. Additional Shares shall be purchased from the Company, severally and not jointly, for the accounts of the Underwriters in proportion to the number of Firm Shares set forth in Schedule 2 hereto opposite the name of such Underwriter. Such option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as hereinafter defined), and only once thereafter within 30 days after the date of the Prospectus, in each case upon written or telegraphic notice, or oral or telephonic notice confirmed by written or facsimile notice, by the Underwriters to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Additional Shares Closing Date (as hereinafter defined), as the case may be, setting forth the number of Additional Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase. (c) Certificates in transferable form for the Shares that certain of the Selling Shareholders agrees to sell pursuant to this Agreement have been placed in custody with _______ (the "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by certain of the Selling Shareholders appointing _______ and _______ as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Shareholder that is a party to the Custody Agreement agrees that (i) the Shares represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters, the Company and each other Selling Shareholder that is a party to the Custody Agreement, (ii) the arrangements made by the Selling Shareholders that are parties to the Custody Agreement for such custody are, except as specifically provided in the Custody Agreement, irrevocable, (iii) the appointments of the Custodian and of the Attorneys-in-Fact are coupled with the interest of the Underwriters and irrevocable, (iv) the obligations of the Selling Shareholders hereunder and under the Custody Agreement shall not be terminated by any act of such Selling Shareholder or by operation of law, whether by the death or incapacity of any Selling Shareholder or the occurrence of any other event. If any Selling Shareholder that is a party to the Custody Agreement shall die or be incapacitated or if any other event shall occur before the delivery of the Shares hereunder, certificates for the Shares of such Selling Shareholder shall be delivered to the Underwriters by the Attorneys-in-Fact in accordance with the terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact or any Underwriter shall have received notice of such death, incapacity or other event. Each Attorney-in-Fact is authorized, on behalf of each of the Selling Shareholders that are parties to the Custody Agreement, to execute this Agreement and any other necessary documents in connection with the sale of the Shares to be sold hereunder by such Selling Shareholder, to make delivery of the Underwriter certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Shareholder in connection with the sale and public offering of such Shares, to distribute the Underwriter balance thereof to such Selling Shareholder, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to purchase perform his duties under the Shares from the Fund at the price per share set forth in the Pricing Custody Agreement. (1) If the Fund has elected not to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriter. (bd) Payment of the purchase price prices for, and delivery of certificates forof, the Firm Shares to be purchased by the Underwriters shall be made at the office offices of Brown Jeffxxxxx & Wood LLPXompany, One World Trade CenterInc., New York39 Bxxxxxxx, New York 10048-0557 or Xxx Xxxx, Xxx Xxxx 00000, xx at such other place as shall be agreed upon by the Underwriter Underwriters, the Company and the FundAttorneys-in-Fact, at 9:00 A.M. 10:00 A.M., New York City time, on the third (or, if pricing occurs after 4:30 p.m., New York City time, on any given day, on the fourth) business day following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date)hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Underwriters, the Company and the Fund Attorneys-in-Fact (such time and date of payment and delivery being herein called the "Firm Shares Closing Date"). Payment shall be made to the Company and the Selling Shareholders or Attorneys- in-Fact, as the case may be, by certified or official bank check or checks drawn in New York Clearing House funds (or similar next day funds) payable to the order of the Company and each of the Selling Shareholders or Attorneys-in- Fact, as the case may be, respectively, against delivery to the Underwriters of the Firm Shares. (e) Payment of the purchase price for, and delivery of, the Additional Shares to be purchased by the Underwriters shall be made at the office as set forth above or at such other place as shall be agreed upon by the Underwriters and the Company at the time and on the date (which may be the same as, but in no event shall be earlier than, the Firm Shares Closing Date) specified in the notice referred to in Section 2(b) (such time and date of delivery and payment being herein called the "Additional Shares Closing Date"). The Firm Shares Closing Date and the Additional Shares Closing Date are called, individually, the "Closing Date" and together, the "Closing Dates". Payment shall be made to the Company by certified or official bank check or checks drawn in New York Clearing House funds (or similar next day funds) payable to the order of the Company against delivery to the Underwriters of the Additional Shares. (f) Certificates representing the Shares shall be in such denominations and registered in such names as the Underwriters may request in writing at least two business days before the Firm Shares Closing Date or, in the case of Additional Shares, on the day of notice of exercise of the option as described in Section 2(b). The certificates representing the Shares will be made available for examination and packaging by the Underwriters not later than 1:00 P.M., New York City time, on the last business day prior to the Firm Shares Closing Date (or the Additional Shares Closing Date in the case of the Additional Shares) at such place as is designated by the Underwriters.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund at Company, the price per share principal amount of the Senior Notes set forth in Schedule I to this Agreement opposite the Pricing Agreement. name of such Underwriter (1) If plus any additional amount of the Fund has elected not Senior Notes that such Underwriter may become obligated to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment pursuant to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulationsprovisions of Section 10 hereof), the purchase at a price per share to be paid by the Underwriter for the Shares shall be an amount equal to 99.081% of the applicable initial public offering price, less an principal amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriterthereof. (b) Payment of the purchase price for, for and delivery of certificates for, for the Shares Senior Notes shall be made at the office offices of Brown & Wood Troutman Sanders LLP, One World Trade CenterBank of Amerxxx Xxxxa, New York000 Xeachtree Street, New York 10048-0557 or at such other place as shall be agreed upon by N.E., Atlantx, Xxxxxxx xx 0:00 X.X., Xxxxxxx xxxx, xx Xxrch 14, 2003 (unless postponed in accordance with the Underwriter and the Fund, at 9:00 A.M. on the third business day following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A provisions of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), Section 10) or such other time not later than ten business days after such time, place or date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such time and date of payment and delivery being herein called the "Closing Date"). Payment shall be made to the Company by wire transfer in federal funds at the Closing Date against delivery of the Senior Notes to the Representatives. It is understood that each Underwriter has authorized the Representatives, for each Underwriter's account, to accept delivery of, receipt for, and make payment of the principal amount of the Senior Notes which each Underwriter has agreed to purchase. The Representatives, individually and not as Representatives of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be purchased by any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The delivery of the Senior Notes shall be made in fully registered form, registered in the name of CEDE & CO., to the offices of The Depository Trust Company in New York, New York or its designee, and the Underwriters shall accept such delivery. The certificate(s) for the Senior Notes will be made available for examination by the Representatives not later than 12:00 Noon, New York time, on the last business day prior to the Closing Date.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund at Company the price per share aggregate principal amount of the Notes set forth in the Pricing Agreement. (1) If the Fund has elected not Schedule A hereto next to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the their respective names at a purchase price per share of 99.70% of the principal amount of the Notes, plus accrued interest, if applicable, together with such additional principal amount of Notes which such Underwriter may become obligated to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment purchase pursuant to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close provisions of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriter10 hereof. (b) Payment of the purchase price for, for and delivery of certificates for, the Shares Notes shall be made made, subject to Section 9, at the office offices of Brown Xxxxxxxx & Wood Worcester LLP, One World Trade CenterXxx Xxxx Xxxxxx Xxxxxx, New YorkXxxxxx, New York 10048-0557 Xxxxxxxxxxxxx 00000, or at such other place as shall be agreed upon by the Underwriter Representatives and the FundCompany, at 9:00 A.M. on the third business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing this Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such timetime and date of payment and delivery being herein called “Closing Time”). Payment shall be made by wire transfer of immediately available funds to an account designated by the Company against delivery to the Representatives of the Notes to be purchased by the Underwriters. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, and receipt for, and to make payment of the purchase price for, the Notes which it has severally agreed to purchase. The Representatives, individually, and not as representatives of the several Underwriters may (but shall not be obligated to) make payment of the purchase price for the Notes to be purchased by any Underwriter whose funds have not been received by Closing Time, but any such payment shall not relieve such Underwriter from its obligations hereunder. The Notes shall be in such authorized denominations and registered in such names as the Representatives may request in writing at least one business day before Closing Time.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund Company, at a price per share of $17.93, the number of Initial Shares set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) In addition, on the basis of the representations and warranties herein included and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 3,750,000 Shares at the price per share set forth in the Pricing Agreement. (1a) If the Fund has elected not to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fundabove. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following option hereby granted will expire 30 days after the date of this AgreementAgreement and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time, this Agreement date and place of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall terminate forthwithbe determined by the Representatives but shall not be later than seven full business days, without liability nor earlier than two full business days, after the exercise of said option, nor in any party event prior to any other party, except as provided in Section 5Closing Time, unless otherwise agreed to upon by the Fund, the Adviser Representatives and the Underwriter.Company. If the option is exercised as to all or any portion of the Option Shares, such Option Shares shall be purchased by the Underwriters, severally and not jointly, in proportion to their respective Initial Share underwriting obligations as set forth in Schedule A. (bc) Payment of the purchase price for, for and delivery of certificates for, for the Initial Shares shall be made at the office offices of Brown Sullivan & Wood Worcester LLP, One World Trade CenterPost Office Square, New YorkBoston, New York 10048-0557 Massachusettx 00000, or at such other place as shall be agreed upon by the Underwriter xxxxx xx xxxxx xx xxxxxx xxxx xx xxx Xxxxxxxxxxxxxxs and the FundCompany, at 9:00 A.M. on the third business (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day)business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing this Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such time and date of payment and delivery being herein called "Closing Time"). In addition, in the event that the over-allotment option described in (b) above is exercised by the Underwriters, payment of the purchase price for and delivery of certificates for the related Option Shares shall be made at the above-mentioned office of Sullivan & Worcester LLP, or at such other place as shall be mutualxx xxxxed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made by wire transfer of immediately available funds payable to the order of the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. The certificates for the Initial Shares and the Option Shares shall be in such authorized denominations and registered in such names as the Representatives may request in writing at least one full business day before Closing Time or the Date of Delivery, as the case may be. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of and receipt for, and to make payment of, the purchase price for, the Initial Shares and the Option Shares which it has agreed to purchase. The Representatives, individually and not as representatives of the several Underwriters may (but shall not be obligated to) make payment of the purchase price for the Initial Shares or the Option Shares to be purchased by any Underwriter whose check has not been received by Closing Time, but any such payment shall not relieve such Underwriter from its obligations hereunder. The certificates for the Initial Shares and the Option Shares will be made available for examination and packaging by the Representatives not later than 10:00 A.M. (Eastern time) on the business day prior to Closing Time or the Date of Delivery, as the case may be.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Trust agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Trust that amount of Initial Securities set forth in Schedule A of the 2,000,000 Initial Securities at the purchase price and terms set forth herein and in the Price Determination Agreement. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund agrees to sell the Shares Company hereby grants an option to the Underwriter Underwriters, severally and not jointly, to purchase up to an additional 300,000 Preferred Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day if such 30th day is not a business day) and may be exercised, on one occasion only, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by you to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the Underwriter agrees time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to purchase Closing Time, as hereinafter defined, nor earlier than the Shares from second business day after the Fund at date on which the price per share notice of the exercise of the option shall have been given. If the option is exercised as to all or any portion of the Option Securities, the Option Securities as to which the option is exercised shall be purchased by the Underwriters, severally and not jointly, in their respective underwriting obligation proportions set forth in the Pricing Agreement. (1) If the Fund has elected not to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriter.Schedule A. (b) Payment of the purchase price for, and delivery of certificates for, the Shares Initial Securities shall be made at the office offices of Brown Xxxxxxx, Spidi, Sloane & Wood LLPXxxxx, One World Trade CenterP.C., New York, New York 10048-0557 or at such other place as shall be agreed upon by the Underwriter Company and the FundUnderwriters, at 9:00 A.M. 9:30 a.m. on the third business day following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third full business day after execution the effective date of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date)Statement, or at such other time not later more than ten seven full business days after thereafter as you and the Company shall determine (such date and time of payment and delivery being herein called the "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned office of Xxxxxxx, Spidi, Sloane & Xxxxx, P.C., or at such other place as shall be agreed upon by the Underwriter Company and the Fund Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, against delivery to the Underwriters for the respective accounts of the Underwriters of Preferred Securities to be purchased by them. (c) Certificates for the Initial Securities to be purchased by the Underwriters shall be in such timedenominations and registered in such names as the Underwriters may request in writing at least two full business days before the Closing Time or the Option Closing Date, as the case may be. The certificates for the Initial Securities or the Option Securities to be purchased will be made available in New York City for examination and packaging by the Underwriters not later than 10:00 a.m. on the business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, the number of Initial Securities as are set forth opposite such Underwriter's name in Schedule A hereto at the purchase price and on the terms set forth herein and in the Price Determination Agreement. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund agrees to sell the Shares Company hereby grants an option to the Underwriter and the Underwriter agrees Underwriters to purchase up to an additional 187,500 Common Securities in accordance with the Shares from the Fund at the price per share terms set forth herein and in the Pricing Price Determination Agreement. . The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (1or at 5:00 p.m. on the next business day if such 30th day is not a business day) If and may be exercised, on one occasion only, solely for the Fund has elected not to rely purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price per share to be paid notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Shares have each been determined Option Securities. The Option Securities shall be purchased from the Company, severally and not jointly, by the Underwriters in proportion to the number of Initial Securities set forth opposite each Underwriter's name in Schedule A hereto, except that the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the respective purchase price per share to be paid by the obligations of each Underwriter for the Shares shall be an amount equal adjusted so that no Underwriter shall be obligated to purchase fractional Option Securities. The time and date of delivery of the applicable initial public offering price, less an amount to Option Securities (the "Option Closing Date") shall be determined by agreement between the Underwriter and Underwriters but shall not be later than five full business days after the Fund. The initial public offering price per share shall be a fixed price exercise of said option, nor in any event prior to be determined by agreement between Closing Time, as hereinafter defined, nor earlier than the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth second business day following after the date on which the notice of this Agreement, this Agreement the exercise of the option shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriterhave been given. (b) Payment of the purchase price for, and delivery of certificates for, the Shares Initial Securities shall be made at the office offices of Brown Holland & Wood Knight LLP, One World Trade CenterJacksonville, New YorkFlorida, New York 10048-0557 or at such other place as shall be agreed upon by the Underwriter Company and the FundUnderwriters, at 9:00 A.M. 9:30 a.m. on the third business day following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third full business day after execution the effective date of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date)Statement, or at such other time not later earlier than three nor more than ten full business days after thereafter as the Underwriters and the Company shall determine (such date and time of payment and delivery being herein called the "Closing Time"); provided, however, that physical delivery of such certificates shall be made at the offices of The Depository Trust Company, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price, and delivery of certificates, for such Option Securities shall be made at the above-mentioned office of Holland & Knight LLP, or at such other place as shall be agreed upon by the Underwriter Company and the Fund Underwriters, on the Option Closing Date as specified in the notice from the Underwriters to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer, against delivery to the Underwriters of the Common Securities to be purchased by each. (c) Certificates in definitive form for the Common Securities to be purchased by the Underwriters hereunder, and in such timedenominations and registered in such names as the Underwriters may request upon at least 48 hours notice to the Company, shall be delivered by or on behalf of the Company to the Underwriters for their accounts, against payment therefor on behalf of the Underwriters as provided herein. The Company will make certificates for the Common Securities available for checking and packaging at least 24 hours prior to each of the Closing Time and the Option Closing Date, if applicable, at the offices of The Depository Trust Company, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or at such other location in New York, New York specified by the Underwriters in writing at least 48 hours prior to the Closing Time or Option Closing Date, as applicable.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, and the Underwriter each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund Company, at the price per share security set forth in the Pricing Agreement. (1) If the Fund has elected not to rely upon Rule 430A under the Rules and RegulationsSchedule I hereto, the initial public offering price and respective principal amounts of the purchase price per share to be paid by the Underwriters for the Shares have each been determined and Securities set forth in opposite the Pricing Agreementname of the such Underwriter, dated the date hereof, and an amendment plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close provisions of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriter10 hereof. (b) Payment Delivery of and payment for the purchase price for, and delivery of certificates for, the Shares Securities shall be made at the office offices of Brown LeBoeuf, Lamb, Greexx & Wood LLPXacRxx, One World Trade CenterX.L.P., New York125 Xxxx 00xx Xxxxxx, New York 10048-0557 or Xxx Xxxx, Xxx Xxxx 00000, xx at such other place as shall be agreed upon by the Underwriter Underwriters and the FundCompany, at 9:00 A.M. a.m. (Eastern time) on the third business day following the date the Registration Statement becomes effective or(fourth, if the Fund has elected to rely upon Rule 430A pricing of the Rules and Regulations, the third Securities occurs after 4:00 p.m. (Eastern time) on any given day) business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of this Agreement (unless postponed in accordance with the Pricing Agreement, as applicable, the fourth business day after such applicable dateprovisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Underwriters and the Fund Company (such time and date of payment and delivery being referred to herein as the "CLOSING DATE"). (c) The Collateral Bonds that will secure the obligations of the Company in respect of the Securities will be issued and delivered to the Trustee of the Collateral Bonds on the Closing Date. (d) On the Closing Date the Company shall deliver the Securities to The Depository Trust Company, on behalf of the Underwriters, for the account of each Underwriter against payment to the Company by wire transfer of immediately available funds to a bank account designated by the Company. It is understood that each Underwriter has authorized the Underwriters, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. Merrxxx Xxxcx, xxdividually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. (e) Upon delivery, the Securities shall be in registered form and in such denominations as set forth on Schedule I hereto. The certificates representing the Securities shall be registered in the name of Cede & Co. and shall be made available for inspection by the Underwriters in New York, New York not later than 10:00 a.m. (Eastern time) on the business day prior to the Closing Date.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund at Company the price per share aggregate principal amount of the Notes set forth in the Pricing Agreement. (1) If the Fund has elected not Schedule A hereto next to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the their respective names at a purchase price per share of 99.140% of the principal amount of the Notes, plus accrued interest, if applicable, together with such additional principal amount of Notes which such Underwriter may become obligated to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment purchase pursuant to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close provisions of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriter10 hereof. (b) Payment of the purchase price for, for and delivery of certificates for, the Shares Notes shall be made made, subject to Section 9, at the office offices of Brown Xxxxxxxx & Wood Worcester LLP, One World Trade CenterXxx Xxxx Xxxxxx Xxxxxx, New YorkXxxxxx, New York 10048-0557 Xxxxxxxxxxxxx 00000, or at such other place as shall be agreed upon by the Underwriter Representatives and the FundCompany, at 9:00 A.M. on the third business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing this Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such timetime and date of payment and delivery being herein called “Closing Time”). Payment shall be made by wire transfer of immediately available funds to an account designated by the Company against delivery to the Representatives of the Notes to be purchased by the Underwriters. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, and receipt for, and to make payment of the purchase price for, the Notes which it has severally agreed to purchase. The Representatives, individually, and not as representatives of the several Underwriters may (but shall not be obligated to) make payment of the purchase price for the Notes to be purchased by any Underwriter whose funds have not been received by Closing Time, but any such payment shall not relieve such Underwriter from its obligations hereunder. The Notes shall be in such authorized denominations and registered in such names as the Representatives may request in writing at least one business day before Closing Time.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject Subject to the terms and conditions and in reliance upon the representations, warranties, covenants and agreements herein set forth, the Fund Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $3.995 per share (the “Purchase Price”), that number of Company Firm Shares which bears the same proportion to the aggregate number of Company Firm Shares to be issued and sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the aggregate number of Company Firm Shares, subject to adjustment in accordance with Section 10 hereof. (b) Subject to the terms and conditions and in reliance upon the Underwriter representations, warranties, covenants and agreements herein set forth, each Selling Stockholder, severally and not jointly, agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from each Selling Stockholder, at the Purchase Price, that number of Selling Stockholders Firm Shares which bears the same proportion to the aggregate number of Selling Stockholders Firm Shares to be sold by such Selling Stockholder as the number of Selling Stockholders Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the aggregate number of Selling Stockholders Firm Shares, subject to adjustment in accordance with Section 10 hereof. The Company, Xxxxxx X. Xxxx and Xxxxx Xxx, severally and not jointly grants to the Underwriters an option to purchase all or any part of the Additional Shares at the Purchase Price. Subject to the terms and conditions and in reliance upon the representations, warranties, covenants and agreements herein set forth, Additional Shares may be purchased from the Fund at Company, Xxxxxx X. Xxxx and Xxxxx Xxx, for the price per share accounts of the respective Underwriters in the same proportion that the number of Firm Shares set forth in Schedule I hereto opposite the Pricing Agreement. (1) If name of such Underwriter bears to the Fund has elected not total number of Firm Shares. Such option may be exercised only to rely upon Rule 430A under cover over-allotments in the Rules and Regulations, sale of the initial public offering price and the purchase price per share to be paid Firm Shares by the Underwriters for the Shares have each been determined and set forth may be exercised in the Pricing Agreement, dated the date hereof, whole or in part at any time and an amendment from time to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following time within 30 days after the date of this Agreement, this Agreement shall terminate forthwithin each case upon written or facsimile notice, without liability of any party to any other partyor verbal or telephonic notice confirmed by written or facsimile notice, except as provided in Section 5, unless otherwise agreed to by the FundUnderwriters to the Company no later than 12:00 noon, New York City time, on the Adviser business day before the Firm Shares Closing Date (as hereinafter defined) or at least two business days before the Additional Shares Closing Date (as hereinafter defined), as the case may be, setting forth the number of Additional Shares to be purchased and the Underwritertime and date (if other than the Firm Shares Closing Date) of such purchase. (bc) Payment of the purchase price for, and delivery of certificates forof, the Firm Shares to be purchased by the Underwriters shall be made at the office offices of Brown Xxxx Xxxx Xxxx & Wood Freidenrich LLP, One World Trade Center0000 Xxxxxxxxxx Xxxxxx, New YorkXxxx Xxxx Xxxx, New York 10048-0557 XX 00000, or at such other place as shall be agreed upon by the Underwriter Representative and the Fund, Company at 9:00 10:00 A.M. on the third business day following the date the Registration Statement becomes effective or(fourth, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third pricing occurred after 4:30 p.m. on any given day) business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing this Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Representative and the Fund Company (such timetime and date of payment and delivery being herein called the “Firm Shares Closing Date”). Payment shall be made to the Company, Xxxxxx X. Xxxx and Xxxxx Xxx by wire transfer and payable in immediately available funds to the order of the Company, Xxxxxx X. Xxxx and Xxxxx Xxx against delivery to the Underwriters of the applicable Selling Stockholder Firm Shares. (d) Payment of the purchase price for, and delivery of, the Additional Shares to be purchased by the Underwriters shall be made at the offices as set forth above or at such other place as shall be agreed upon by the Representative and the Company at the time and on the date (which may be the same as, but in no event shall be earlier than, the Firm Shares Closing Date) specified in the notice referred to in Section 4(c) hereof (such time and date of delivery and payment are called the “Additional Shares Closing Date”). The Firm Shares Closing Date and the Additional Shares Closing Date are called, individually, a “Closing Date” and together, the “Closing Dates.” Payment shall be made to the Company, Xxxxxx X. Xxxx and Xxxxx Xxx by wire transfer and payable in immediately available funds to the order of the Company, Xxxxxx X. Xxxx and Xxxxx Xxx against delivery to the Underwriters of the applicable Additional Shares. (e) The Shares shall be in such denominations and registered in such names as the Representative may request in writing at least two business days before the Firm Shares Closing Date or, in the case of the Additional Shares, on the day of notice of exercise of the option as described in Section 4(c) hereof. The Shares will be made available for examination and packaging by the Underwriters not later than 1:00 P.M. on the last business day prior to the Firm Shares Closing Date (or the Additional Shares Closing Date in the case of the Additional Shares) at such place as is reasonably designated by the Representative. If the Representative so elect, delivery of the Shares may be made by credit through DWAC transfer to the accounts of The Depository Trust Company designated by the Representative. (f) It is understood that the Representative, individually and not as Representative of the several Underwriters, may (but shall not be obligated to) make payment to the Company on behalf of any Underwriter or Underwriters for any Shares to be purchased by such Underwriter or Underwriters in connection with the Offering. Any such payment by the Representative shall not relieve such Underwriter or Underwriters from any of its or their other obligations hereunder.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund agrees Offerors agree to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund Offerors, the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter at the price per share security set forth in the Pricing Agreement, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (1) If the Fund has Offerors have elected not to rely upon Rule 430A under of the Rules and 1933 Act Regulations, the initial public offering price per Security and the purchase price per share Security to be paid by the Underwriters for the Shares Securities have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment any necessary amendments to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has Offerors have elected to rely upon Rule 430A under of the Rules and 1933 Act Regulations, the purchase price per share Security to be paid by the Underwriter for the Shares Underwriters shall be an amount equal to the applicable initial public offering priceprice per Security, less an amount per Security to be determined by agreement between the Underwriter Underwriters and the FundOfferors. The initial public offering price per share Security shall be a fixed price to be determined by agreement between the Underwriter Underwriters and the FundOfferors. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser Offerors and the UnderwriterUnderwriters. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Offerors hereby grant to the Underwriters, severally and not jointly, the right to purchase up to an additional 675,000 Option Securities at the price per share set forth in the Pricing Agreement. The option hereby granted will expire automatically at the close of business on the 30th calendar day after (i) the later of the date the Registration Statement and any Rule 462(b) Registration Statement becomes effective, if the Offerors have elected not to rely upon Rule 430A under the 1933 Act Regulations, or (ii) the Representation Date, if the Offerors have elected to rely upon Rule 430A under the 1933 Act Regulations, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Offerors setting forth the aggregate number of additional Optional Securities to be purchased and the time and date of delivery for the related Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives but shall not be later than seven full business days after the exercise of such option, nor in any event before the Closing Time, unless otherwise agreed upon by the Representatives and the Offerors. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares. (c) The Trust Preferred Securities underlying the Securities will be pledged with the Collateral Agent to secure the holders' obligations to purchase Common Stock under the Purchase Contracts. Such pledge shall be effected by the transfer to the Collateral Agent of the Trust Preferred Securities to be pledged at the Closing Time and appropriate Date of Delivery, if any, in accordance with the Pledge Agreement. (d) Payment of the purchase price for, and delivery of certificates for, the Shares Initial Securities, shall be made made, against the delivery to the Collateral Agent of the Trust Preferred Securities relating to such Securities, at the office offices of Brown Simpxxx Xxxxxxx & Wood LLPXartxxxx, One World Trade Center005 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, New York 10048-0557 or Xxx Xxxx 00000, xx at such other place as shall be agreed upon by the Underwriter Representatives and the FundCompany, at 9:00 A.M. (Eastern time) on the third business day following the date the Registration Statement becomes effective or(fourth, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date hereof (unless postponed in accordance with the Registration Statement becomes effective or the date provisions of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable dateSection 10), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such time and date of payment and delivery being herein called "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Merrxxx Xxxcx, xxdividually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. Certificates for the Initial Securities and the Option Securities, if any, shall be in such denominations and registered in such names as the Representatives may request in writing at least one full business days before the Closing Time or any Date of Delivery, as the case may be. The certificates for the Initial Securities and the Option Securities, if any, will be made available for examination and packaging by the Representatives in The City of New York not later than 10:00 a.m. (Eastern time) on the business day prior to the Closing Time or the relevant Date of Delivery, as the case may be.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund at Company the price per share aggregate principal amount of the Notes set forth in the Pricing Agreement. (1) If the Fund has elected not Schedule A hereto next to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the their respective names at a purchase price per share of 98.496% of the principal amount of the Notes, plus accrued interest, if applicable, together with such additional principal amount of Notes which such Underwriter may become obligated to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment purchase pursuant to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close provisions of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriter10 hereof. (b) Payment of the purchase price for, for and delivery of certificates for, the Shares Notes shall be made made, subject to Section 9, at the office offices of Brown Xxxxxxxx & Wood Worcester LLP, One World Trade CenterXxx Xxxx Xxxxxx Xxxxxx, New YorkXxxxxx, New York 10048-0557 Xxxxxxxxxxxxx 00000, or at such other place as shall be agreed upon by the Underwriter Representatives and the FundCompany, at 9:00 A.M. on the third fifth business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing this Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such timetime and date of payment and delivery being herein called “Closing Time”). Payment shall be made by wire transfer of immediately available funds to an account designated by the Company against delivery to the Representatives of the Notes to be purchased by the Underwriters. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, and receipt for, and to make payment of the purchase price for, the Notes which it has severally agreed to purchase. The Representatives, individually, and not as representatives of the several Underwriters may (but shall not be obligated to) make payment of the purchase price for the Notes to be purchased by any Underwriter whose funds have not been received by Closing Time, but any such payment shall not relieve such Underwriter from its obligations hereunder. The Notes shall be in such authorized denominations and registered in such names as the Representatives may request in writing at least one business day before Closing Time.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, (i) the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund at Company, the price per share number of shares of the Preference Stock set forth in Schedule I to this Agreement opposite the Pricing Agreement. name of such Underwriter (1plus any additional shares of the Preference Stock that such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) If the Fund has elected not at a price equal to rely upon Rule 430A under the Rules and Regulations, the initial public offering price and the purchase price $100.00 per share of Preference Stock and (ii) the Company agrees to pay the Underwriters as compensation hereunder a commission equal to $1,391,000 (consisting of $1,071,000 in respect of the 340,000 shares to be paid sold by the Underwriters for to retail investors and $320,000 in respect of the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share 160,000 shares to be paid sold by the Underwriter for the Shares shall be an amount equal Underwriters to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriterinstitutional investors). (b) Payment of the purchase price for, for and delivery of certificates for, for the Shares Preference Stock shall be made at the office offices of Brown & Wood LLPSouthern Company Services, One World Trade CenterInc., New York30 Xxxx Xxxxx Xx. Boulevard, N.W., Atlanta, Georgia 30308 at 10:00 A.M., New York 10048-0557 or at such other place as shall be agreed upon by time, on June 18, 2013 (unless postponed in accordance with the Underwriter and the Fund, at 9:00 A.M. on the third business day following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A provisions of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), Section 11 hereof) or such other time not later than ten business days after such time, place or date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such time and date of payment and delivery being herein called the “Closing Date”). Payment shall be made to the Company by wire transfer in federal funds at the Closing Date against delivery of certificates for the shares of Preference Stock to Xxxxx Fargo Securities, LLC (“Xxxxx Fargo”) on behalf of all of the Underwriters. It is understood that each Underwriter has authorized Xxxxx Fargo, for each Underwriter's account, to accept delivery of, receipt for, and make payment of, the purchase price for the shares of the Preference Stock which each Underwriter has agreed to purchase. Wells Fargo, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the shares of Preference Stock to be purchased by any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The delivery of the Preference Stock shall be made in fully registered form, registered in the name of CEDE & CO., to the offices of The Depository Trust Company in New York, New York or its designee, and the Representatives shall accept such delivery. The certificate(s) for the shares of the Preference Stock will be made available for examination by the Representatives not later than 12:00 Noon, New York time, on the last business day prior to the Closing Date. On the Closing Date the Company will pay the commission payable to the Underwriters pursuant to paragraph (a) of this Section 2 by wire transfer in federal funds against receipt therefor by the Underwriters.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund at Company, the price per share respective number of shares of the Preference Stock set forth in Schedule I to this Agreement opposite the Pricing Agreement. name of such Underwriter (1) If plus any additional shares of the Fund has elected not Preference Stock that such Underwriter may become obligated to rely upon Rule 430A under purchase pursuant to the Rules and Regulationsprovisions of Section 11 hereof), the initial public offering at a price and the purchase price equal to $100.00 per share of Preference Stock and (ii) the Company agrees to be paid by the Underwriters for the Shares have pay each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment Underwriter as compensation hereunder a commission equal to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price $1.75 per share to be paid of Preference Stock purchased by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriter. (b) Payment of the purchase price for, and delivery of certificates for, for the Shares Preference Stock shall be made at the office offices of Brown & Wood Xxxxxxxx Xxxxxxx LLP, One World Trade Center30 Xxxx Xxxxx Xx. Xxxx, New YorkXX, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 at 10:00 A.M., New York 10048-0557 or at such other place as shall be agreed upon by Time, on October 11, 2007 (unless postponed in accordance with the Underwriter and the Fund, at 9:00 A.M. on the third business day following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A provisions of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), Section 11) or such other time not later than ten business days after such time, place or date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such time and date of payment and delivery being herein called the “Closing Date”). Payment shall be made to the Company by wire transfer in federal funds at the Closing Date against delivery of certificates for the shares of Preference Stock to Citigroup Global Markets Inc. It is understood that each Underwriter has authorized Citigroup Global Markets Inc., for each Underwriter’s account, to accept delivery of, receipt for, and make payment of the purchase price for the shares of the Preference Stock which each Underwriter has agreed to purchase. Citigroup Global Markets Inc., individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the shares of Preference Stock to be purchased by any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The delivery of the Preference Stock shall be made in fully registered form, registered in the name of CEDE & CO., to the offices of The Depository Trust Company in New York, New York or its designee, and the Representatives shall accept such delivery. The certificate(s) for the shares of Preference Stock will be made available for examination by the Representatives not later than 12:00 Noon, New York time, on the last business day prior to the Closing Date. On the Closing Date the Company will pay the commission payable to the Underwriters pursuant to paragraph (a) of this Section 2 by wire transfer in federal funds against receipt therefor by the Underwriters.

Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund Company agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, and each Underwriter, severally and not jointly, agrees to purchase the Shares from the Fund at Company the price per share aggregate principal amount of the Initial Notes set forth in the Pricing Agreement. (1) If the Fund has elected not Schedule A hereto next to rely upon Rule 430A under the Rules and Regulationstheir respective names at a purchase price of $24.2125 per Note, the initial public offering price and except for sales to certain institutions for which the purchase price shall be $24.50 per share Note (for a total purchase price of $169,545,000), plus accrued interest from July 25, 2012, if applicable, together with such additional principal amount of Initial Notes which such Underwriter may become obligated to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment purchase pursuant to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund has elected to rely upon Rule 430A under the Rules and Regulations, the purchase price per share to be paid by the Underwriter for the Shares shall be an amount equal to the applicable initial public offering price, less an amount to be determined by agreement between the Underwriter and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close provisions of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriter10 hereof. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $26,250,000 aggregate principal amount of Notes at the purchase price of $24.2125 per Note. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Notes upon notice by the Representatives to the Company setting forth the total aggregate principal amount of Option Notes as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Notes. Such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the principal amount of the Option Notes, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total aggregate principal amount of Option Notes then being purchased which the respective principal amounts of the Initial Notes set forth in Schedule A opposite the name of such Underwriter bears to the total aggregate principal amount of the Initial Notes, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional Notes. (c) Payment of the purchase price for, for and delivery of certificates for, the Shares Initial Notes shall be made made, subject to Section 9, at the office offices of Brown Xxxxxxxx & Wood Worcester LLP, One World Trade CenterXxx Xxxx Xxxxxx Xxxxxx, New YorkXxxxxx, New York 10048-0557 Xxxxxxxxxxxxx 00000, or at such other place as shall be agreed upon by the Underwriter Representatives and the FundCompany, at 9:00 A.M. on the third business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing this Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter Representatives and the Fund Company (such timetime and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Notes are purchased by the Underwriters, payment of the purchase price for, and delivery of, such Option Notes shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made by wire transfer of immediately available funds to an account designated by the Company against delivery to the Representatives of the Notes to be purchased by the Underwriters. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, and receipt for, and to make payment of the purchase price for, the Initial Notes, and the Option Notes, if any, which it has severally agreed to purchase. The Representatives, individually, and not as representatives of the several Underwriters may (but shall not be obligated to) make payment of the purchase price for the Initial Notes, and the Option Notes, if any, to be purchased by any Underwriter whose funds have not been received by Closing Time, or the relevant Date of Delivery, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder. The Notes shall be in such authorized denominations and registered in such names as the Representatives may request in writing at least one business day before Closing Time or the relevant Date of Delivery, as the case may be.

Sale and Delivery to the Underwriters Closing. (a) On Subject to the terms and conditions set forth herein, the Company and each of the Selling Shareholders agree to sell to each Underwriter, severally and not jointly, and, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund agrees to sell the Shares to the Underwriter each Underwriter, severally and the Underwriter not jointly, agrees to purchase the Shares from the Fund Company at $___ per share the number of shares of Underwritten Stock set forth opposite its name in SCHEDULE II plus any additional number of shares of Underwritten Stock that such Underwriter may be obligated to purchase pursuant to Section 9 below. The initial public offering price per share for the Underwritten Stock shall be $____. (b) In addition, subject to the terms and conditions set forth herein, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase from them up to 405,000 shares of Option Stock at the purchase price per share paid by the Underwriters set forth in Section 2(a) hereof. The Company and the Pricing Agreement. Underwriters hereby agree that in the event that the Underwriters propose to purchase any shares of Option Stock, the Company will be entitled to elect by written notice to the Representatives and the Custodian, to sell any portion of such number of Option Stock to the Underwriters as it shall specify in such notice, and the Company shall sell such portion, if any, of the Option Stock as is so specified by the Company. The option granted by the Company both pursuant to this Section 2(b) (1collectively, the "Over-Allotment Option") If will expire automatically at the Fund close of business on the 30th calendar day after (i) the Effective Date, if the Company has elected not to rely upon Rule 430A under the Rules and Act Regulations; or (ii) the Representation Date, if the initial public offering price and the purchase price per share to be paid by the Underwriters for the Shares have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus will be filed before the Registration Statement becomes effective. (2) If the Fund Company has elected to rely upon Rule 430A under the Rules and Act Regulations, and may be exercised in whole or in part at the purchase price per share Closing Date and at one date subsequent to the Closing Date but prior to the expiration of such option only for the purpose of covering over-allotments which may be paid made in connection with the offering and distribution of the Underwritten Stock upon notice by the Underwriter for the Shares shall be an amount equal Representatives to the applicable initial public offering price, less an amount Company setting forth the number of shares of Option Stock as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Stock. Any such date (the "Option Closing Date") shall be determined by agreement between the Underwriter Representatives and may be the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourteenth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in Section 5, unless otherwise agreed to by the Fund, the Adviser and the Underwriter. (b) Payment of the purchase price for, and delivery of certificates for, the Shares shall be made at the office of Brown & Wood LLP, One World Trade Center, New York, New York 10048-0557 or at such other place as shall be agreed upon by the Underwriter and the Fund, at 9:00 A.M. on the third business day following the date the Registration Statement becomes effective or, if the Fund has elected to rely upon Rule 430A of the Rules and Regulations, the third business day after execution of the Pricing Agreement, (or, if pricing takes place after 4:30 P.M. on either the date the Registration Statement becomes effective or the date of execution of the Pricing Agreement, as applicable, the fourth business day after such applicable date), or such other time not later than ten business days after such same date as shall be agreed upon by (but not earlier than) the Underwriter and the Fund (such timeClosing Date, but in no