documents relating to the Corporation's investments and the
placing of orders for other purchase or sale transactions on behalf of the
Corporation. In the event that the Corporation determines to incur debt
financing, the Adviser will arrange for such financing on the Corporation's
behalf, subject to the oversight and approval of the Board. If it is necessary
for the Adviser to make investments on behalf of the Corporation through a
special purpose vehicle, the Adviser shall have authority to create or arrange
for the creation of such special purpose vehicle and to make such investments
through such special purpose vehicle in accordance with the Investment Company
Act.
(B)
THE ADVISER HEREBY ACCEPTS SUCH EMPLOYMENT AND AGREES DURING THE
TERM HEREOF TO RENDER THE SERVICES DESCRIBED HEREIN FOR THE COMPENSATION
PROVIDED HEREIN.
(C)
SUBJECT TO THE REQUIREMENTS OF THE INVESTMENT COMPANY ACT, THE
ADVISER IS HEREBY AUTHORIZED TO ENTER INTO ONE OR MORE SUB-ADVISORY AGREEMENTS
WITH OTHER INVESTMENT ADVISERS (EACH, A "SUB-ADVISER") PURSUANT TO WHICH THE
ADVISER MAY OBTAIN THE SERVICES OF THE SUB-ADVISER(S) TO ASSIST THE ADVISER IN
PROVIDING THE INVESTMENT ADVISORY SERVICES REQUIRED TO BE PROVIDED BY THE
ADVISER UNDER SECTION 1(A) OF THIS AGREEMENT. SPECIFICALLY, THE ADVISER MAY
RETAIN A SUB-ADVISER TO RECOMMEND SPECIFIC SECURITIES OR OTHER INVESTMENTS BASED
UPON THE CORPORATION'S INVESTMENT OBJECTIVES AND POLICIES, AND WORK, ALONG WITH
THE ADVISER, IN STRUCTURING, NEGOTIATING, ARRANGING OR EFFECTING THE ACQUISITION
OR DISPOSITION OF SUCH INVESTMENTS AND MONITORING INVESTMENTS ON BEHALF OF THE
CORPORATION, SUBJECT TO THE OVERSIGHT OF THE ADVISER AND THE CORPORATION. THE
ADVISER, AND NOT THE CORPORATION, SHALL BE RESPONSIBLE FOR ANY COMPENSATION
PAYABLE TO ANY SUB-ADVISER. ANY SUB-ADVISORY AGREEMENT ENTERED INTO BY THE
ADVISER SHALL BE IN ACCORDANCE WITH THE REQUIREMENTS OF THE INVESTMENT COMPANY
ACT AND OTHER APPLICABLE FEDERAL AND STATE LAW. NOTHING IN THIS SUBSECTION (C)
WILL OBLIGATE THE ADVISER TO PAY ANY EXPENSES THAT ARE THE EXPENSES OF THE
CORPORATION UNDER SECTION 2.
2
(D)
THE ADVISER, AND ANY SUB-ADVISER, SHALL FOR ALL PURPOSES HEREIN
PROVIDED EACH BE DEEMED TO BE AN INDEPENDENT CONTRACTOR AND, EXCEPT AS EXPRESSLY
PROVIDED OR AUTHORIZED HEREIN, SHALL HAVE NO AUTHORITY TO ACT FOR OR REPRESENT
THE CORPORATION IN ANY WAY OR OTHERWISE BE DEEMED AN AGENT OF THE CORPORATION.
(E)
THE ADVISER SHALL KEEP AND PRESERVE FOR THE PERIOD REQUIRED BY THE
INVESTMENT COMPANY ACT ANY BOOKS AND RECORDS RELEVANT TO THE PROVISION OF ITS
INVESTMENT ADVISORY SERVICES TO THE CORPORATION AND SHALL SPECIFICALLY MAINTAIN
ALL BOOKS AND RECORDS WITH RESPECT TO THE CORPORATION'S PORTFOLIO TRANSACTIONS
AND SHALL RENDER TO THE BOARD SUCH PERIODIC AND SPECIAL REPORTS AS THE BOARD MAY
REASONABLY REQUEST. THE ADVISER AGREES THAT ALL RECORDS THAT IT MAINTAINS FOR
THE CORPORATION ARE THE PROPERTY OF THE CORPORATION AND WILL SURRENDER PROMPTLY
TO THE CORPORATION ANY SUCH RECORDS UPON THE CORPORATION'S REQUEST, PROVIDED
THAT THE ADVISER MAY RETAIN A COPY OF SUCH RECORDS.
2.
CORPORATION'S RESPONSIBILITIES AND EXPENSES PAYABLE BY THE
CORPORATION. ALL INVESTMENT PROFESSIONALS OF THE ADVISER AND ITS STAFF, WHEN