(INCLUDING
COMPILATIONS THEREOF) AND THE REPRODUCTION AND/OR PRINTING AND FURNISHING OF
COPIES OF EACH THEREOF TO THE MANAGER (INCLUDING COSTS OF MAILING AND SHIPMENT),
(III) THE QUALIFICATION OF THE SHARES FOR OFFERING AND SALE UNDER STATE LAWS AND
THE DETERMINATION OF THEIR ELIGIBILITY FOR INVESTMENT UNDER STATE LAW AS
AFORESAID (INCLUDING THE REASONABLE LEGAL FEES AND FILING FEES AND OTHER
DISBURSEMENTS OF COUNSEL FOR THE MANAGER) AND THE PREPARATION, PRINTING AND
FURNISHING OF COPIES OF ANY BLUE SKY SURVEYS TO THE MANAGER, (IV) THE LISTING OF
THE SETTLEMENT SHARES ON THE NYSE, (V) ANY FILING FOR REVIEW OF THE PUBLIC
OFFERING OF THE SHARES BY FINRA, (VI) THE FEES AND DISBURSEMENTS OF THE
COMPANY'S COUNSEL AND ACCOUNTANTS, (VII) THE PERFORMANCE OF THE COMPANY'S OTHER
OBLIGATIONS HEREUNDER, (VIII) THE COSTS AND EXPENSES (INCLUDING WITHOUT
LIMITATION ANY DAMAGES OR OTHER AMOUNTS PAYABLE IN CONNECTION WITH LEGAL OR
CONTRACTUAL LIABILITY) ASSOCIATED WITH THE REFORMING OF ANY CONTRACTS FOR SALE
OF THE SHARES MADE BY THE MANAGER CAUSED BY A BREACH OF THE REPRESENTATION
CONTAINED IN THE FIRST PARAGRAPH OF SECTION 1(E), AND (IX) THE REGISTRATION,
ISSUE, SALE AND DELIVERY OF THE SETTLEMENT SHARES.
THE MANAGER WILL PAY ITS OWN
OUT-OF-POCKET COSTS AND EXPENSES INCURRED IN CONNECTION WITH ENTERING INTO THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING,
WITHOUT LIMITATION, TRAVEL, REPRODUCTION, PRINTING AND SIMILAR EXPENSES AS WELL
AS THE FEES AND DISBURSEMENTS OF ITS LEGAL COUNSEL.
IN ADDITION, THE MANAGER
WILL REIMBURSE THE COMPANY IN AN AMOUNT EQUAL TO 50% OF THE COST TO THE COMPANY
OF FURNISHING THE LETTERS AND OPINIONS PROVIDED TO THE MANAGER PURSUANT TO
SECTION 4(C) AND 4(D), OTHER THAN WITH RESPECT TO ANY SUCH LETTER OR OPINION
PROVIDED UPON COMMENCEMENT OF THE OFFERING OF THE SHARES OR PURSUANT TO
SECTION 3(M) OR 3(N).
(I)
THE COMPANY WILL APPLY THE NET PROCEEDS FROM THE SALE OF THE
SHARES IN THE MANNER SET FORTH IN THE PROSPECTUS.
(J)
THE COMPANY WILL NOT SELL, OFFER OR AGREE TO SELL, CONTRACT TO
SELL, PLEDGE, REGISTER, GRANT ANY OPTION TO PURCHASE OR OTHERWISE DISPOSE OF,
DIRECTLY OR INDIRECTLY, ANY SHARES OF CAPITAL STOCK OR SECURITIES CONVERTIBLE
INTO OR EXCHANGEABLE, EXERCISABLE OR REDEEMABLE FOR CAPITAL STOCK OR WARRANTS OR
OTHER RIGHTS TO PURCHASE CAPITAL STOCK, EXCEPT (I) FOR THE REGISTRATION OF THE
SHARES AND THE SALES OF SHARES THROUGH THE MANAGER PURSUANT TO THIS AGREEMENT,
(II) FOR SHARES OF COMMON STOCK ISSUED PURSUANT TO EXISTING OPTIONS, EMPLOYEE
BENEFIT AGREEMENTS OR INCENTIVE STOCK OR DIRECTOR STOCK UNIT PLANS, (III) ANY
SHARES OF COMMON STOCK OR OTHER SECURITIES ISSUED AS CONSIDERATION FOR
INVESTMENTS IN OR ACQUISITIONS OF ENTITIES INVOLVED IN INVESTMENT ADVISORY OR
INVESTMENT MANAGEMENT ACTIVITIES OR OTHER FINANCIAL SERVICES RELATED BUSINESS,
OR (IV) ANY FILING UNDER THE 1933 ACT RELATING TO ANY SHARES OF COMMON STOCK ON
FORM S-8 OR ANY ISSUANCES OF COMMON STOCK THEREUNDER, WITHOUT (A) GIVING THE
MANAGER AT LEAST THREE BUSINESS DAYS' PRIOR WRITTEN NOTICE SPECIFYING THE NATURE
OF THE PROPOSED SALE AND THE DATE OF SUCH PROPOSED SALE