Incentive Fee shall be made by issuance of Common Shares. The
number of shares to be issued in payment of the Incentive Fee shall be the whole
number of shares (disregarding any fraction) equal to the value of the Incentive
Fee, as provided above, divided by the average closing price of the Common
Shares on the New York Stock Exchange during the month before the end of the
fiscal year for which the computation is made.
10.
ADDITIONAL SERVICES.
(A)
THE ADVISOR SHALL PROVIDE TO THE COMPANY AN INTERNAL AUDIT
FUNCTION MEETING APPLICABLE REQUIREMENTS OF THE NEW YORK STOCK EXCHANGE AND THE
SECURITIES AND EXCHANGE COMMISSION AND OTHERWISE IN SCOPE APPROVED BY THE
COMPANY'S AUDIT COMMITTEE COMMENCING AS OF OCTOBER 1, 2003. AS ADDITIONAL
COMPENSATION PAYABLE PURSUANT TO SECTION 10 TO THE ADVISOR FOR SUCH ADDITIONAL
SERVICES, THE COMPANY AGREES TO REIMBURSE THE ADVISOR, WITHIN 30 DAYS OF THE
RECEIPT OF THE INVOICE THEREFOR, FOR A PRO RATA SHARE (AS AGREED TO BY THE
INDEPENDENT TRUSTEES FROM TIME TO TIME) OF THE FOLLOWING COSTS OF THE ADVISOR:
(I)
EMPLOYMENT EXPENSES OF THE ADVISOR'S INTERNAL AUDIT MANAGER AND
OTHER EMPLOYEES OF THE ADVISOR ACTIVELY ENGAGED IN PROVIDING INTERNAL AUDIT
SERVICES, INCLUDING BUT NOT LIMITED TO SALARY, WAGES, PAYROLL TAXES AND THE COST
OF EMPLOYEE BENEFIT PLANS; AND
(II)
THE REASONABLE TRAVEL AND OTHER OUT-OF-POCKET EXPENSES OF THE
ADVISOR RELATING TO THE ACTIVITIES OF THE ADVISOR'S INTERNAL AUDIT MANAGER AND
OTHER OF THE ADVISOR'S EMPLOYEES ACTIVELY ENGAGED IN PROVIDING INTERNAL AUDIT
SERVICES AND THE
6
REASONABLE THIRD PARTY EXPENSES WHICH THE ADVISOR INCURS IN CONNECTION WITH ITS
PROVISION OF INTERNAL AUDIT SERVICES.
(B)
IF, AND TO THE EXTENT THAT, THE COMPANY SHALL REQUEST THE ADVISOR
TO RENDER SERVICES ON BEHALF OF THE COMPANY OTHER THAN THOSE REQUIRED TO BE
RENDERED BY THE ADVISOR IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, THOSE
ADDITIONAL SERVICES SHALL BE COMPENSATED SEPARATELY ON TERMS TO BE AGREED UPON
BETWEEN THE ADVISOR AND THE COMPANY FROM TIME TO TIME. IN ADDITION, THE COMPANY
MAY MAKE AWARDS TO THE EMPLOYEES OF THE ADVISOR AND OTHERS UNDER THE COMPANY'S
1999 INCENTIVE SHARE AWARD PLAN OR ANY PLAN ADOPTED BY THE COMPANY FROM TIME TO
TIME IN REPLACEMENT THEREOF.
11.
EXPENSES OF THE ADVISOR. WITHOUT REGARD TO THE COMPENSATION
RECEIVED BY THE ADVISOR FROM THE COMPANY PURSUANT TO THIS AGREEMENT, THE ADVISOR
SHALL BEAR THE FOLLOWING EXPENSES INCURRED IN CONNECTION WITH THE PERFORMANCE OF
ITS DUTIES UNDER THIS AGREEMENT:
(A)
EMPLOYMENT EXPENSES OF THE PERSONNEL EMPLOYED BY THE ADVISOR,
INCLUDING BUT NOT LIMITED TO, SALARIES, WAGES, PAYROLL TAXES AND THE COST OF
EMPLOYEE BENEFIT PLANS;
(B)
FEES AND TRAVEL AND OTHER EXPENSES PAID TO DIRECTORS, OFFICERS AND
EMPLOYEES OF THE ADVISOR, EXCEPT FEES AND TRAVEL AND OTHER EXPENSES OF PERSONS
WHO ARE TRUSTEES OR OFFICERS OF THE COMPANY INCURRED IN THEIR CAPACITIES AS
TRUSTEES OR OFFICERS OF THE COMPANY;
(C)
RENT, TELEPHONE, UTILITIES, OFFICE FURNITURE, EQUIPMENT AND
MACHINERY (INCLUDING COMPUTERS, TO THE EXTENT UTILIZED) AND OTHER OFFICE
EXPENSES OF