Common use of Accountants’ Letter Clause in Contracts

Accountants’ Letter. At the time this Agreement is executed and at the Closing Date, the Dealer Manager shall have received a letter from Arthur Andersen LLP, independent public accountants for the Xxxx, dxxxx xx of the date of this Agreement and as of the Closing Date, addressed to the Dealer Manager and in form and substance satisfactory to the Dealer Manager, to the effect that: (i) they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they were, independent certified public accountants with respect to the Fund within the meaning of the Act; (ii) in their opinion, the statement of assets and liabilities examined by them and included in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act; (iii) on the basis of procedures (but not an examination made in accordance with generally accepted auditing standards) consisting of a reading of the latest available statement of assets and liabilities of the Fund (with an indication of the date of the latest available statement of assets and liabilities), a reading of the minutes of meetings and consents of the shareholders and board of directors of the Fund and the committees thereof subsequent to _____, inquiries of officers and other employees of the Fund who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____, and other specified procedures and inquiries to a date not more than five days prior to the date of such letter, nothing has come to their attention that would cause them to believe that: (A) the statement of assets and liabilities of the Fund does not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance with applicable rules of the Commission); and (B) with respect to the period subsequent to _____ there were, as of the date of the most recent available statement of assets and liabilities of the Fund and as of a specified date not more than five days prior to the date of such letter, any changes in the capital stock or long-term indebtedness of the Fund or decrease in the net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilities, in each case as compared with the amounts shown in the most recent statement of assets and liabilities included in the Registration Statement and the Prospectus, except for changes or decreases which the Registration Statement and the Prospectus disclose have occurred or may occur or which are set forth in such letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably request.

Accountants’ Letter. At (a) The Company shall engage the time this Agreement is executed Company's independent auditors to perform certain agreed upon procedures and at report thereon in accordance with the Closing Dateprovisions of Statement on Auditing Standards No. 71 with respect to the Company's quarterly financial information and, upon issuance of such reports, the Dealer Manager Company will provide copies thereof to the Investor (each, a "Quarterly Review Report"). A copy of each Quarterly Review Report shall be delivered to the Investor within five (5) Trading Days of the filing with the SEC of each of the Company's Quarterly Reports on Form 10-Q. (b) The Company shall engage its independent auditors to perform certain agreed upon procedures and report thereon as shall have received a letter from Arthur Andersen LLP, independent public accountants for been reasonably requested by the Xxxx, dxxxx xx of the date of this Agreement and as of the Closing Date, addressed Investor with respect to the Dealer Manager and in form and substance satisfactory to the Dealer Manager, to the effect that: (i) they are, and during the periods covered by their reports included certain financial information contained in the Registration Statement and Prospectus they wereshall have delivered to the Investor, within five (5) Trading Days of the effective date of the Registration Statement, a copy of such report addressed to the Company. (c) In the event that no Quarterly Review Report shall have been delivered by the Company's independent certified public accountants auditors to the Company for more than ninety (90) days since the reporting date to which the previously delivered report relates or (y) the Investor shall have requested delivery of such a report to the Company pursuant to Section 3.3, the Company shall engage its independent auditors to perform certain agreed upon procedures and report thereon as shall have been reasonably requested by the Investor with respect to the Fund within the meaning certain financial information of the Act; (ii) in their opinion, the statement of assets and liabilities examined by them and included in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Act Company and the Company Act; (iii) on the basis of procedures (but not an examination made in accordance with generally accepted auditing standards) consisting of a reading of the latest available statement of assets and liabilities of the Fund (with an indication of the date of the latest available statement of assets and liabilities), a reading of the minutes of meetings and consents of the shareholders and board of directors of the Fund and the committees thereof subsequent to _____, inquiries of officers and other employees of the Fund who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____, and other specified procedures and inquiries to a date not more than five days prior shall deliver to the date Investor a copy of such letterreport. In the event that the report required by this Section 3.2(i) cannot be delivered by the Company's independent auditors, nothing has come to their attention that would cause them to believe that: (A) the statement of assets and liabilities of the Fund does not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance with applicable rules of the Commission); and (B) with respect to the period subsequent to _____ there wereshall, as of the date of the most recent available statement of assets and liabilities of the Fund and as of a specified date not more than five days prior to the date of such letterif necessary, any changes in the capital stock or long-term indebtedness of the Fund or decrease in the net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilities, in each case as compared with the amounts shown in the most recent statement of assets and liabilities included in promptly revise the Registration Statement and shall not deliver an Optional Purchase Notice or a Mandatory Purchase Notice or, if an Optional Purchase Notice or Mandatory Purchase Notice shall have been delivered in good faith without knowledge by the ProspectusCompany that a report of its independent auditors can not be delivered as required, except postpone such Closing Date for changes a period of up to five (5) Trading Days until such a report is delivered (or decreases which such Closing shall otherwise be canceled). In the Registration Statement event of such a postponement, the Purchase Price of the Common Stock to be issued at such Closing as determined pursuant to Section 2.2 shall be the lower of such Purchase Price as calculated as of the originally scheduled Closing Date and as of the Prospectus disclose have occurred or may occur or which are set forth in such letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably requestactual Closing Date.

Accountants’ Letter. At the time this Agreement is executed and at the Closing Date, the Dealer Manager The Representative shall have received a letter addressed to it and dated the date of the Agreement and the Closing Date, respectively, from Arthur Andersen LLPErnst & Young, LLP independent public accountants for the XxxxCompany, dxxxx xx of the date of this Agreement and as of the Closing Date, addressed to the Dealer Manager and in form and substance satisfactory to the Dealer Manager, to the effect that: stating that (i) they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they were, independent certified public accountants with respect to the Fund Company they are independent public accountants within the meaning of the ActAct and the applicable published Rules and Regulations thereunder and the answer to Item of the Registration Statement is correct insofar as it relates to them; (ii) in their opinion, the statement of assets and liabilities financial statements examined by them of the Company at all dates and for all periods referred to in their opinion and included in the Registration Statement and Prospectus, comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Actpublished Rules and Regulations thereunder with respect to registration statements on Form SB-2; (iii) on the basis of certain indicated procedures (but not an examination made in accordance with generally accepted auditing standards) consisting accounting principles), including examinations of debt instruments, if any, of the Company set forth under "Capitalization" in the Prospectus, inquiries of the officers of the Company or other persons responsible for its financial and accounting matters regarding the specific items for which representations are requested below and a reading of the latest available statement of assets and liabilities minute books of the Fund (with an indication of the date of the latest available statement of assets and liabilities), a reading of the minutes of meetings and consents of the shareholders and board of directors of the Fund and the committees thereof subsequent to _____, inquiries of officers and other employees of the Fund who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____, and other specified procedures and inquiries to a date not more than five days prior to the date of such letterCompany, nothing has come to their attention that which would cause them to believe that: (A) the statement of assets and liabilities of the Fund does not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance with applicable rules of the Commission); and (B) with respect to during the period subsequent from the last audited balance sheet included in the Registration Statement to _____ there were, as of the date of the most recent available statement of assets and liabilities of the Fund and as of a specified date not more than five days prior to the date of such letter, letter there has been any changes change in the capital stock or long-term indebtedness other securities of the Fund Company or decrease any payment or declaration of any dividend or other distribution in the net assets respect thereof or stockholders' equity of the Fund exchange therefor from that shown or that the Fund has incurred any long-term liabilities, in each case as compared with the amounts shown in the most recent statement of assets and liabilities included contemplated under "Capitalization" in the Registration Statement and the Prospectus, except for changes or decreases which Prospectus other than as set forth in or contemplated by the Registration Statement and the Prospectus disclose have occurred or may occur or which are set forth in such letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably requestProspectus.

Accountants’ Letter. At the time this Agreement is executed and at the Closing Date, the Dealer Manager The Representative shall have received a letter ------------------- addressed to the Representative and dated the Closing Date from Arthur Andersen KMPG Peat Marwick LLP, independent public accountants for the XxxxCompany, dxxxx xx stating that with respect to the Company they are independent public accountants within the meaning of the date of this Agreement Act and as of the Closing Dateapplicable published Rules and Regulations thereunder; in their opinion, addressed the Company's financial statements audited by them at all dates and for all periods referred to the Dealer Manager in their opinion and in form and substance satisfactory to the Dealer Manager, to the effect that: (i) they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they wereProspectus, independent certified public accountants with respect to the Fund within the meaning of the Act; (ii) in their opinion, the statement of assets and liabilities examined by them and included in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Actpublished Rules and Regulations thereunder with respect to registration statements on Form SB-2; (iii) on the basis of certain indicated procedures (but not an examination made audit in accordance with generally accepted auditing standards) consisting accounting principles), including reading of the instruments of the Company set forth in the Prospectus, a reading of the latest available statement of assets and liabilities interim unaudited financial statements of the Fund (with an indication Company, whether or not appearing in the Prospectus, inquiries of the date officers of the latest available statement of assets Company or other persons responsible for its financial and liabilities), accounting matters regarding the specific items for which representations are requested below and a reading of the minutes of meetings and consents minute book of the shareholders and board of directors of Company, nothing has come to their attention, except as disclosed in their letter, which would cause them to believe that during the Fund and period from the committees thereof subsequent to _____, inquiries of officers and other employees of last audited balance sheet included in the Fund who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____, and other specified procedures and inquiries Registration Statement to a specified date not more than five two (2) days prior to the date of such letter, nothing has come to their attention that would cause them to believe that: (A) the statement of assets and liabilities of the Fund does not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance with applicable rules of the Commission); and (B) with respect to the period subsequent to _____ there were, as of the date of the most recent available statement of assets and liabilities of the Fund and as of a specified date not more than five days prior to the date of such letter, any changes in the capital stock or long-term indebtedness of the Fund or decrease in the net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilities, in each case as compared with the amounts shown in the most recent statement of assets and liabilities included in the Registration Statement and the Prospectus, except for changes or decreases which the Registration Statement and the Prospectus disclose have occurred or may occur or which are set forth in such letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably request.:

Accountants’ Letter. At The Representative shall have received letters addressed to it dated the time this Agreement is executed and at Effective Date, the Closing Date and, if applicable, the Over-Allotment Closing Date, respectively, and a draft of such letter at least five days prior to the Dealer Manager shall have received a letter Effective Date, the Closing Date and, if applicable, the Over-Allotment Closing Date, from Arthur Andersen LLPPritchett, Siler, Hardy, P.C., independent public accountants for the XxxxCompany, dxxxx xx of the date of this Agreement and as of the Closing Date, addressed to the Dealer Manager and in form and substance satisfactory to the Dealer Manager, to the effect that: stating that (i) they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they were, independent certified public accountants with respect to the Fund Company they are independent public accountants within the meaning of the ActAct and the applicable published Rules and Regulations thereunder and the response to Item 509 of Regulation S-B as reflected by the Registration Statement is correct insofar as it relates to them; (ii) in their opinion, the statement of assets and liabilities financial statements examined by them of the Company at all dates and for all periods referred to in their opinion and included in the Registration Statement and Prospectus, comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Actpublished Rules and Regulations thereunder with respect to registration statements on Form SB-1; (iii) on the basis of certain indicated procedures (but not an examination made in accordance with generally accepted auditing standards) consisting of accounting principles), including a reading of the latest available statement of assets and liabilities interim unaudited financial statements of the Fund (with an indication Company, whether or not appearing in the Prospectus, inquiries of the date officers of the latest available statement of assets Company or other persons responsible for its financial and liabilities), accounting matters regarding the specific items for which representations are requested below and a reading of the minutes of meetings and consents minute books of the shareholders and board of directors of the Fund and the committees thereof subsequent to _____, inquiries of officers and other employees of the Fund who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____, and other specified procedures and inquiries to a date not more than five days prior to the date of such letterCompany, nothing has come to their attention that which would cause them to believe that: (A) the statement of assets and liabilities of the Fund does not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance with applicable rules of the Commission); and (B) with respect to during the period subsequent from the last audited balance sheet included in the Registration Statement to _____ there were, as of the date of the most recent available statement of assets and liabilities of the Fund and as of a specified date not more than five days prior to the date of such letter, letter (a) there has been any changes change in the capital stock or long-term indebtedness other securities of the Fund Company or decrease any payment or declaration of any dividend or other distribution in respect thereof or exchange therefor other than as set forth in or contemplated by the Registration Statement or Prospectus; (b) there have been any material decreases in net current assets or net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilities, in each case as compared with the amounts shown in the most recent statement last audited balance sheet included in the Prospectus so as to make said financial statements misleading other than as set forth in or contemplated by the Registration Statement or Prospectus; and (c) on the basis of assets the indicated procedures and liabilities included discussions referred to in clause (iii) above, nothing has come to their attention which, in their judgment, would cause them to believe or indicate that (1) the unaudited financial statements and schedules set forth in the Registration Statement and Prospectus do not present fairly the Prospectusfinancial position and results of the Company, except for changes or decreases which the periods indicated, in conformity with the generally accepted accounting principles applied on a consistent basis with the audited financial statements, and (2) the dollar amounts, percentages and other financial information set forth in the Registration Statement and Prospectus under the Prospectus disclose have occurred captions "Summary", "Risk Factors", and "Dilution", are not in agreement with the Company's general ledger, financial records or may occur or which are set forth in such letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably requestcomputations made by the Company therefrom.

Accountants’ Letter. At the time this Agreement is executed and at as of the Closing Date and each Option Closing Date, the Dealer Manager shall have received a letter from Arthur Andersen LLPas applicable, Schwxxxx Xxxixxxx Xxxdxxx, xxe current independent public accountants for the XxxxCompany, dxxxx xx of shall have furnished to the Underwriters a letter addressed to the Underwriters and dated the date of this Agreement and as of and/or the Closing Date, addressed and each Option Closing Date, as applicable, to the Dealer Manager and within five business days of such dates, in form and substance satisfactory to the Dealer ManagerRepresentative and counsel to the Representative, confirming that it is the independent public accountant with respect to the Company within the meaning of the Securities Act and the Regulations and published instructions, and stating to the effect that: (i1) they areIn its opinion, and during the periods covered by their reports audited financial statements included in the Registration Statement and Prospectus they werecovered by its report included therein, independent certified public accountants with respect to the Fund within the meaning of the Act; (ii) in their opinion, the statement of assets and liabilities examined by them and included in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Company Act; Regulations and published instructions. (iii2) on On the basis of procedures (but not an examination made in accordance with generally accepted auditing standards) consisting of a reading of the latest available statement of assets and liabilities of the Fund (with an indication of the date of the latest available statement of assets and liabilities), a reading of the minutes of the shareholders' and directors' meetings and consents of the shareholders and board of directors of the Fund and the committees thereof subsequent to _____Company since their respective inceptions, inquiries of officers and other employees officials of the Fund who have responsibility Company responsible for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____matters, and other specified procedures and inquiries to a date not more than five days prior to the date of such letterinquiries, nothing has come came to their its attention that would cause them causing it to believe that: (A) the statement of assets and liabilities of unaudited financial information set forth in the Fund Prospectus does not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Company Act or that such statement of assets related published instructions and liabilities Regulations and is not fairly presented in conformity accordance with generally accepted accounting principles (except to 23 24 applied on a basis consistent with the extent certain footnote disclosures have been omitted audited financial statements set forth in accordance with applicable rules of the Commission); and Prospectus, or (B) with respect to the period subsequent to _____ March 31, 1998, there were, as of the date of the most recent available statement of assets and liabilities of the Fund and as of at a specified date not more than five three business days prior to the date of such letter, any changes in the capital stock or long-term indebtedness debt obligations of the Fund Company, or decrease any changes or decreases in the shareholders' equity, net assets, or current net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilitiesCompany, in each case as compared with the amounts shown in the most recent statement balance sheet of assets and liabilities the Company included in the Registration Statement or disclosed in such Registration Statement, except as otherwise disclosed in the letter, (C) during the period from May 31, 998, to a specified date not more than three days prior to the effective date of the Registration Statement, there was no decrease in net revenues, net earnings or net earnings per share of Common Stock, in each case as compared with the corresponding period beginning May 31, 1998, other than as set forth in or contemplated by the Registration Statement, or, if there was any such decrease, setting forth the amount of such decrease. (3) It has compared specific dollar amounts, numbers of shares of securities, percentages of revenues and earnings, and statements about other financial or statistical information pertaining to the Company set forth in the Prospectus, except for changes or decreases which in each case to the Registration Statement extent that such amounts, numbers, percentages, statements, and information may be derived from the Prospectus disclose have occurred or may occur or general accounting records, which are subject to the system of internal accounting controls, including worksheets, of the Company (and excluding any questions requiring an interpretation by legal counsel), with the results obtained from the application of specific readings, inquiries, and other appropriate procedures (which procedures do not constitute an examination in accordance with generally accepted auditing standards) set forth in the letter, and found them to be in agreement. (4) Such other statements as to such letterother matters incident to the transaction contemplated hereby as the Representative may request. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably request.(l)

Accountants’ Letter. At the time this Agreement is executed and at the Closing Date, the Dealer Manager The Underwriter shall have received a letter from Arthur Andersen LLP, independent public accountants for the Xxxx, dxxxx xx of addressed to it and dated the date of this Agreement and as of the Closing Date, addressed to respectively, from Spear, Safer, Harmon & Co. independent publix xxxxuntants for the Dealer Manager and in form and substance satisfactory to the Dealer ManagerCompany, to the effect that: stating that (i) they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they were, independent certified public accountants with respect to the Fund Company they are independent public accountants within the meaning of the ActAct and the applicable published Rules and Regulations thereunder and the response to Item 509 of Regulation S-K as reflected by the Registration Statement is correct insofar as it relates to them; (ii) in their opinion, the statement of assets and liabilities financial statements examined by them of the Company at all dates and for all periods referred to in their opinion and 37 included in the Registration Statement and Prospectus, comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Actpublished Rules and Regulations thereunder with respect to registration statements on Form S-B2; (iii) on the basis of certain indicated procedures (but not an examination made in accordance with generally accepted auditing standards) consisting accounting principles), including examinations of the instruments of the Company set forth under "Capitalization" in the Prospectus, a reading of the latest available statement of assets and liabilities interim unaudited financial statements of the Fund (with an indication Company, whether or not appearing in the Prospectus, inquiries of the date officers of the latest available statement of assets Company or other persons responsible for its financial and liabilities), accounting matters regarding the specific items for which representations are requested below and a reading of the minutes of meetings and consents minute books of the shareholders and board of directors of the Fund and the committees thereof subsequent to _____, inquiries of officers and other employees of the Fund who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____, and other specified procedures and inquiries to a date not more than five days prior to the date of such letterCompany, nothing has come to their attention that which would cause them to believe that: (A) the statement of assets and liabilities of the Fund does not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance with applicable rules of the Commission); and (B) with respect to during the period subsequent from the last audited balance sheet included in the Registration Statement to _____ there were, as of the date of the most recent available statement of assets and liabilities of the Fund and as of a specified date not more than five days prior to the date of such letter, letter (a) there has been any changes change in the capital stock or long-term indebtedness other securities of the Fund Company or decrease any payment or declaration of any dividend or other distribution in respect thereof or exchange therefor from that shown on its audited balance sheets or in the debt of the Company from that shown or contemplated under "Capitalization" in the Registration Statement or Prospectus other than as set forth in or contemplated by the Registration Statement or Prospectus; (b) there have been any material decreases in net current assets or net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilities, in each case as compared with the amounts shown in the most recent statement of assets and liabilities last audited balance sheet included in the Registration Statement Prospectus so as to make said financial statements misleading; and (c) on the Prospectusbasis of the indicated procedures and discussions referred to in clause (iii) above, except for changes nothing has come to their attention which, in their judgment, would cause them to believe or decreases which indicate that (1) the Registration Statement and the Prospectus disclose have occurred or may occur or which are set forth in such letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably request.unaudited financial

Accountants’ Letter. At the time this Agreement is executed and at the Closing Date, the Dealer Manager The Underwriter shall have received a letter addressed to it and dated the date of this Agreement and the Closing Date, respectively, from Arthur Andersen LLPSpear, Safer, Xxxxxx & Co., independent public accountants for the XxxxCompany, dxxxx xx of the date of this Agreement and as of the Closing Date, addressed to the Dealer Manager and in form and substance satisfactory to the Dealer Manager, to the effect that: stating that (i) they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they were, independent certified public accountants with respect to the Fund Company they are independent public accountants within the meaning of the ActAct and the applicable published Rules and Regulations thereunder and the response to Item 509 of Regulation S-K as reflected by the Registration Statement is correct insofar as it relates to them; (ii) in their opinion, the statement of assets and liabilities financial statements examined by them of the Company at all dates and for all periods referred to in their opinion and included in the Registration Statement and Prospectus, comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Actpublished Rules and Regulations thereunder with respect to registration statements on Form S-B2; (iii) on the basis of certain indicated procedures (but not an examination made in accordance with generally accepted auditing standards) consisting accounting principles), including examinations of the instruments of the Company set forth under "Capitalization" in the Prospectus, a reading of the latest available statement of assets and liabilities interim unaudited financial statements of the Fund (with an indication Company, whether or not appearing in the Prospectus, inquiries of the date officers of the latest available statement of assets Company or other persons responsible for its financial and liabilities), accounting matters regarding the specific items for which representations are requested below and a reading of the minutes of meetings and consents minute books of the shareholders and board of directors of the Fund and the committees thereof subsequent to _____, inquiries of officers and other employees of the Fund who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____, and other specified procedures and inquiries to a date not more than five days prior to the date of such letterCompany, nothing has come to their attention that which would cause them to believe that: (A) the statement of assets and liabilities of the Fund does not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance with applicable rules of the Commission); and (B) with respect to during the period subsequent from the last audited balance sheet included in the Registration Statement to _____ there were, as of the date of the most recent available statement of assets and liabilities of the Fund and as of a specified date not more than five days prior to the date of such letter, letter (a) there has been any changes change in the capital stock or long-term indebtedness other securities of the Fund Company or decrease any payment or declaration of any dividend or other distribution in respect thereof or exchange therefor from that shown on its audited balance sheets or in the debt of the Company from that shown or contemplated under "Capitalization" in the Registration Statement or Prospectus other than as set forth in or contemplated by the Registration Statement or Prospectus; (b) there have been any material decreases in net current assets or net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilities, in each case as compared with the amounts shown in the most recent statement last audited balance sheet included in the Prospectus so as to make said financial statements misleading; and (c) on the basis of assets the indicated procedures and liabilities included discussions referred to in clause (iii) above, nothing has come to their attention which, in their judgment, would cause them to believe or indicate that (1) the unaudited financial statements and schedules set forth in the Registration Statement and Prospectus do not present fairly the Prospectusfinancial position and results of the Company, except for changes or decreases which the periods indicated, in conformity with the generally accepted accounting principles applied on a consistent basis with the audited financial statements, and (2) the dollar amounts, percentages and other financial information set forth in the Registration Statement and Prospectus under the captions "Prospectus disclose have occurred Summary," "Risk Factors," "Dilution," "Capitalization," "Exchange Rates", "Remuneration," "Bridge Financing", "Business", "Principal Shareholders," and "Certain Relationships and Related Transactions" are not in agreement with the Company's general ledger, financial records or may occur or which are set forth in such letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably requestcomputations made by the Company therefrom.

Accountants’ Letter. At the time this Agreement is executed and at the Closing Date, the Dealer Manager The Underwriter shall have received a letter addressed to it and dated the date of this Agreement and the date of completion of the offering, respectively, from Arthur Andersen LLPCoopers & Xxxxxxx L.L.P., independent public accountants for the XxxxCompany, dxxxx xx of the date of this Agreement and as of the Closing Date, addressed to the Dealer Manager and stating in form and substance satisfactory to the Dealer Manager, to the effect that: that (i) they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they were, independent certified public accountants with respect to the Fund within Company they are independent public accountants with in the meaning of the Act1933 Act and the applicable published Rules and Regulations thereunder; (ii) in their opinion, the statement of assets and liabilities financial statements examined by them of the Company at all dates and for all periods referred to in their opinion and included in the Registration Statement and Prospectus, comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the Company Actpublished Rules and Regulations thereunder with respect to registration statements on Form N-2; (iii) on the basis of certain indicated procedures (but not an examination made in accordance with generally accepted auditing standards) consisting of accounting principles), including a reading of the latest available statement of assets and liabilities interim unaudited financial statements of the Fund (with an indication Company, if any, whether or not appearing in the Prospectus, inquiries of the date officers of the latest available statement of assets Company or other persons responsible for its financial and liabilities), accounting matters regarding the specific items for which representations are requested below and a reading of the minutes of meetings and consents minute books of the shareholders and board of directors of the Fund and the committees thereof subsequent to _____, inquiries of officers and other employees of the Fund who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____, and other specified procedures and inquiries to a date not more than five days prior to the date of such letterCompany, nothing has come to their attention that which would cause them to believe that: that (A1) the statement of assets and liabilities of the Fund does not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance with applicable rules of the Commission); and (B) with respect to during the period subsequent from the last audited balance sheet included in the Registration Statement to _____ there were, as of the date of the most recent available statement of assets and liabilities of the Fund and as of a specified date not more than five days prior to the date of such letter, letter (a) there has not been any changes change in the capital stock or long-term indebtedness other securities of the Fund Company or decrease any payment or declaration of any dividend or other distribution in respect thereof or exchange therefor from that shown on its audited balance sheets or in the debt of the Company form that shown in the Registration Statement or Prospectus other than as set forth in or contemplated by the Registration Statement or Prospectus; or (b) there have been any material decreases in the net current assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilities, in each case net assets as compared with the amounts shown in the most recent statement of assets and liabilities last audited balance sheet included in the Prospectus so as to make said financial statements misleading; or that (2) any dollar amounts, percentages or other financial information set forth in the Registration Statement and Prospectus are not in agreement with the ProspectusCompany's general ledger, except for changes financial records or decreases which computations made by the Registration Statement and the Prospectus disclose have occurred or may occur or which are set forth in such letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably requestCompany therefrom.

Accountants’ Letter. At the time this Agreement is executed and at the Closing Date, the Dealer Manager The Underwriter shall have received received, if required, a letter from Arthur Andersen LLP, independent public accountants for addressed to the Xxxx, dxxxx xx of Underwriter and dated the date of this Agreement and as of the Closing Date, addressed to respectively, from the Dealer Manager and in form and substance satisfactory to independent public accountant of the Dealer ManagerCompany, to the effect that: stating that (i) with respect to the Company they areare the independent public accountant of the Company within the meaning of the Act and the applicable published Rules and Regulations thereunder; (ii) in its opinion, the Company's financial statements which the independent public accountantaudited, at all dates and during the for all periods covered by their reports referred to and included in the Registration Statement and Prospectus they wereProspectus, independent certified public accountants with respect to the Fund within the meaning of the Act; (ii) in their opinion, the statement of assets and liabilities examined by them and included in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Actpublished Rules and Regulations thereunder with respect to SB-2 offering documents; (iii) on the basis of certain indicated procedures (but not an examination made audit in accordance with generally accepted auditing standards) consisting accounting principles), including examinations of the instruments of the Company set forth in the Prospectus, a reading of the latest available statement of assets and liabilities interim unaudited financial statements of the Fund (with an indication Company, whether or not appearing in the Prospectus, inquiries of the date officers of the latest available statement of assets Company or other persons responsible for its financial and liabilities), accounting matters regarding the specific items for which representations are requested below and a reading of the minutes of meetings and consents minute books of the shareholders and board of directors of the Fund and the committees thereof subsequent to _____, inquiries of officers and other employees of the Fund who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____, and other specified procedures and inquiries to a date not more than five days prior to the date of such letterCompany, nothing has come to their its attention that which would cause them it to believe that: (A) the statement of assets and liabilities of the Fund does not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance with applicable rules of the Commission); and (B) with respect to during the period subsequent from the last audited balance sheet included in the Registration Statement to _____ there were, as of the date of the most recent available statement of assets and liabilities of the Fund and as of a specified date not more than five days prior to the date of such letter, letter (a) there has been any changes change in the capital stock or long-term indebtedness other securities of the Fund Company or decrease any payment or declaration of any dividend or other distribution in respect thereof or exchange therefor from that shown on its audited balance sheets or in the debt of the Company from that shown in the Registration Statement or Prospectus other than as set forth in or contemplated by the Registration Statement or Prospectus; (b) there have been any material decreases in net current assets or net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilities, in each case as compared with the amounts shown in the most recent statement last audited balance sheet included in the Prospectus so as to make said financial statements misleading; and (c) on a basis of assets the indicated procedures and liabilities included discussions referred to in clause (iii) above, nothing has come to its attention which, in its judgment, would cause the independent public accountant to believe or indicate that the unaudited financial statements and schedules, whether or not appearing in the Registration Statement and the Prospectus, except do not present fairly the financial position and results of the Company, for changes or decreases which the Registration Statement and periods indicated, in conformity with the Prospectus disclose have occurred or may occur or which are set forth in such letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably requestgenerally accepted accounting principles applied on a consistent basis with the audited financial statements.

Accountants’ Letter. At the time this Agreement is executed and at the Closing Date, the Dealer Manager The Underwriter shall have received a letter from Arthur Andersen LLP, independent public accountants for the Xxxx, dxxxx xx of addressed to it and dated the date of this Agreement and as of the Closing Date, addressed to respectively, from Spear, Safer, Harmon & Co. independent publix xxxxuntants for the Dealer Manager and in form and substance satisfactory to the Dealer ManagerCompany, to the effect that: stating that (i) they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they were, independent certified public accountants with respect to the Fund Company they are independent public accountants within the meaning of the ActAct and the applicable published Rules and Regulations thereunder and the response to Item 509 of Regulation S-K as reflected by the Registration Statement is correct insofar as it relates to them; (ii) in their opinion, the statement of assets and liabilities financial statements examined by them of the Company at all dates and for all periods referred to in their opinion and included in the Registration Statement and Prospectus, comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Actpublished Rules and Regulations thereunder with respect to registration statements on Form SB-2; (iii) on the basis of certain indicated procedures (but not an examination made in accordance with generally accepted auditing standards) consisting accounting principles), including examinations of the instruments of the Company set forth under "Capitalization" in the Prospectus, a reading of the latest available statement of assets and liabilities interim unaudited financial statements of the Fund (with an indication Company, whether or not appearing in the Prospectus, inquiries of the date officers of the latest available statement of assets Company or other persons responsible for its financial and liabilities), accounting matters regarding the specific items for which representations are requested below and a reading of the minutes of meetings and consents minute books of the shareholders and board of directors of the Fund and the committees thereof subsequent to _____, inquiries of officers and other employees of the Fund who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____, and other specified procedures and inquiries to a date not more than five days prior to the date of such letterCompany, nothing has come to their attention that which would cause them to believe that: (A) the statement of assets and liabilities of the Fund does not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance with applicable rules of the Commission); and (B) with respect to during the period subsequent from the last audited balance sheet included in the Registration Statement to _____ there were, as of the date of the most recent available statement of assets and liabilities of the Fund and as of a specified date not more than five days prior to the date of such letter, letter (a) there has been any changes change in the capital stock or long-term indebtedness other securities of the Fund Company or decrease any payment or declaration of any dividend or other distribution in respect thereof or exchange therefor from that shown on its audited balance sheets or in the net assets or stockholders' equity debt of the Fund Company from that shown or that the Fund has incurred any long-term liabilities, in each case as compared with the amounts shown in the most recent statement of assets and liabilities included contemplated under "Capitalization" in the Registration Statement and the Prospectus, except for changes or decreases which the Registration Statement and the Prospectus disclose have occurred or may occur or which are other than as set forth in such letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably request.or

Accountants’ Letter. At The Representative shall have received letters addressed to it dated the time this Agreement is executed and at Effective Date, the Closing Date and, if applicable, the Over-Allotment Closing Date, respectively, and a draft of such letter at least five days prior to the Dealer Manager shall have received a letter Effective Date, the Closing Date and, if applicable, the Over-Allotment Closing Date, from Arthur Andersen LLP*____________________, independent public accountants for the XxxxCompany, dxxxx xx of the date of this Agreement and as of the Closing Date, addressed to the Dealer Manager and in form and substance satisfactory to the Dealer Manager, to the effect that: stating that (i) they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they were, independent certified public accountants with respect to the Fund Company they are independent public accountants within the meaning of the ActAct and the applicable published Rules and Regulations thereunder and the response to Item 509 of Regulation S-K as reflected by the Registration Statement is correct insofar as it relates to them; (ii) in their opinion, the statement of assets and liabilities financial statements examined by them of the Company at all dates and for all periods referred to in their opinion and included in the Registration Statement and Prospectus, comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Actpublished Rules and Regulations thereunder with respect to registration statements on Form SB-2; (iii) on the basis of certain indicated procedures (but not an examination made in accordance with generally accepted auditing standards) consisting of accounting principles), including a reading of the latest available statement of assets and liabilities interim unaudited financial statements of the Fund (with an indication Company, whether or not appearing in the Prospectus, inquiries of the date officers of the latest available statement of assets Company or other persons responsible for its financial and liabilities), accounting matters regarding the specific items for which representations are requested below and a reading of the minutes of meetings and consents minute books of the shareholders and board of directors of the Fund and the committees thereof subsequent to _____, inquiries of officers and other employees of the Fund who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____, and other specified procedures and inquiries to a date not more than five days prior to the date of such letterCompany, nothing has come to their attention that which would cause them to believe that: (A) the statement of assets and liabilities of the Fund does not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance with applicable rules of the Commission); and (B) with respect to during the period subsequent from the last audited balance sheet included in the Registration Statement to _____ there were, as of the date of the most recent available statement of assets and liabilities of the Fund and as of a specified date not more than five days prior to the date of such letter, letter (a) there has been any changes change in the capital stock or long-term indebtedness other securities of the Fund Company or decrease any payment or declaration of any dividend or other distribution in respect thereof or exchange therefor other than as set forth in or contemplated by the Registration Statement or Prospectus; (b) there have been any material decreases in net current assets or net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilities, in each case as compared with the amounts shown in the most recent statement last audited balance sheet included in the Prospectus so as to make said financial statements misleading other than as set forth in or contemplated by the Registration Statement or Prospectus; and (c) on the basis of assets the indicated procedures and liabilities included discussions referred to in clause (iii) above, nothing has come to their attention which, in their judgment, would cause them to believe or indicate that (1) the unaudited financial statements and schedules set forth in the Registration Statement and Prospectus do not present fairly the Prospectusfinancial position and results of the Company, except for changes or decreases which the periods indicated, in conformity with the generally accepted accounting principles applied on a consistent basis with the audited financial statements, and (2) the dollar amounts, percentages and other financial information set forth in the Registration Statement and Prospectus under the Prospectus disclose have occurred captions "Summary", "Risk Factors", and "Dilution", are not in agreement with the Company's general ledger, financial records or may occur or which are set forth in such letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably requestcomputations made by the Company therefrom.