FISCAL AGENCY AGREEMENTFiscal Agency Agreement • January 27th, 2012 • Thirty Eight Hundred Fund LLC • New York
EXHIBIT A FORM OF TERMS AND CONDITIONS EXHIBIT B FORM OF GLOBAL NOTE EXHIBIT C FORM OF DEFINITIVE NOTE This FISCAL AGENCY AGREEMENT, dated as of August 17, 2011 (this "AGREEMENT"), is among The Thirty-Eight Hundred Fund, LLC (the "COMPANY"), The Bank of New York Mellon, as fiscal agent, principal paying agent, calculation agent, registrar and transfer agent (the "FISCAL AGENT"), and The Bank of New York Mellon, as a paying agent. Section 1. GENERAL. Pursuant to a Placement Agent Agreement dated as of August 17, 2011 (the "PLACEMENT AGENT AGREEMENT") between the Company and Barclays Bank PLC, the Company has authorized Barclays Bank PLC to act as exclusive placement agent for the Company in connection with the proposed offering, issue and sale privately of up to U.S.$200,000,000 aggregate principal amount of the Company's Floating Rate Notes due 2012 (including, where the context so permits, any beneficial interest therein, the "NOTES"). All Notes shall contain the Terms and Conditions
