NET ASSETS (BEFORE TAKING
INTO ACCOUNT ANY INCENTIVE FEES PAYABLE DURING THAT PERIOD) IS LESS THAN 8.0% OF
THE CORPORATION'S NET ASSETS AT THE BEGINNING OF SUCH PERIOD. THESE CALCULATIONS
WILL BE APPROPRIATELY PRO RATED FOR THE FIRST THREE CALENDAR QUARTERS AFTER THE
DATE OF THE ORIGINAL AGREEMENT AND ADJUSTED FOR ANY SHARE ISSUANCES OR
REPURCHASES DURING THE RELEVANT PERIOD. ANY DEFERRED INCENTIVE FEES SHALL BE
CARRIED OVER FOR PAYMENT IN SUBSEQUENT CALCULATION PERIODS BY THE CORPORATION,
TO THE EXTENT SUCH PAYMENT COULD BE OTHERWISE BE MADE UNDER THIS AGREEMENT.
4.
COVENANTS OF THE ADVISER. THE ADVISER COVENANTS THAT IT IS
REGISTERED AS AN INVESTMENT ADVISER UNDER THE ADVISERS ACT. THE ADVISER AGREES
THAT ITS ACTIVITIES WILL AT ALL TIMES BE IN COMPLIANCE IN ALL MATERIAL RESPECTS
WITH ALL APPLICABLE FEDERAL AND STATE LAWS GOVERNING ITS OPERATIONS AND
INVESTMENTS.
6
5.
EXCESS BROKERAGE COMMISSIONS. THE ADVISER IS HEREBY AUTHORIZED,
TO THE FULLEST EXTENT NOW OR HEREAFTER PERMITTED BY LAW, TO CAUSE THE
CORPORATION TO PAY A MEMBER OF A NATIONAL SECURITIES EXCHANGE, BROKER OR DEALER
AN AMOUNT OF COMMISSION FOR EFFECTING A SECURITIES TRANSACTION IN EXCESS OF THE
AMOUNT OF COMMISSION ANOTHER MEMBER OF SUCH EXCHANGE, BROKER OR DEALER WOULD
HAVE CHARGED FOR EFFECTING THAT TRANSACTION, IF THE ADVISER DETERMINES IN GOOD
FAITH, TAKING INTO ACCOUNT SUCH FACTORS AS PRICE (INCLUDING THE APPLICABLE
BROKERAGE COMMISSION OR DEALER SPREAD), SIZE OF ORDER, DIFFICULTY OF EXECUTION,
AND OPERATIONAL FACILITIES OF THE FIRM AND THE FIRM'S RISK AND SKILL IN
POSITIONING BLOCKS OF SECURITIES, THAT SUCH AMOUNT OF COMMISSION IS REASONABLE
IN RELATION TO THE VALUE OF THE BROKERAGE AND/OR RESEARCH SERVICES PROVIDED BY
SUCH MEMBER, BROKER OR DEALER, VIEWED IN TERMS OF EITHER THAT PARTICULAR
TRANSACTION OR ITS OVERALL RESPONSIBILITIES WITH RESPECT TO THE CORPORATION'S
PORTFOLIO, AND CONSTITUTES THE BEST NET RESULTS FOR THE CORPORATION.
6.
LIMITATIONS ON THE EMPLOYMENT OF THE ADVISER. THE SERVICES OF THE
ADVISER TO THE CORPORATION ARE NOT EXCLUSIVE, AND THE ADVISER MAY ENGAGE IN ANY
OTHER BUSINESS OR RENDER SIMILAR OR DIFFERENT SERVICES TO OTHERS INCLUDING,
WITHOUT LIMITATION, THE DIRECT OR INDIRECT SPONSORSHIP OR MANAGEMENT OF OTHER
INVESTMENT BASED ACCOUNTS OR COMMINGLED POOLS OF CAPITAL, HOWEVER STRUCTURED,
HAVING INVESTMENT OBJECTIVES SIMILAR TO THOSE OF THE CORPORATION, AND NOTHING IN
THIS AGREEMENT SHALL LIMIT OR RESTRICT THE RIGHT OF ANY MEMBER, MANAGER,
PARTNER, OFFICER OR EMPLOYEE OF THE ADVISER TO ENGAGE IN ANY OTHER BUSINESS OR
TO DEVOTE HIS OR HER TIME AND ATTENTION IN PART TO ANY OTHER BUSINESS, WHETHER
OF A SIMILAR OR DISSIMILAR NATURE, OR TO RECEIVE ANY FEES OR COMPENSATION IN
CONNECTION THEREWITH (INCLUDING FEES FOR SERVING AS A DIRECTOR OF, OR PROVIDING
CONSULTING SERVICES TO, ONE OR MORE OF THE CORPORATION'S PORTFOLIO COMPANIES,
SUBJECT TO APPLICABLE LAW). SO LONG AS THIS AGREEMENT OR ANY EXTENSION, RENEWAL
OR AMENDMENT REMAINS IN EFFECT, THE ADVISER SHALL BE THE ONLY INVESTMENT ADVISER
FOR THE CORPORATION, SUBJECT TO THE ADVISER'S RIGHT TO ENTER INTO SUB-ADVISORY
AGREEMENTS. THE ADVISER ASSUMES NO RESPONSIBILITY UNDER THIS AGREEMENT OTHER