Common use of Compliance with Securities Regulations and Commission Requests Clause in Contracts

Compliance with Securities Regulations and Commission Requests. The Fund, subject to Section 3(b), will comply with the requirements of Rule 430A or Rule 434, as applicable, and will notify the Underwriter immediately, and confirm the notice in writing, (i) if any post-effective amendment to the Registration Statement shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, and (v) of the issuance by the Commission of an order of suspension or revocation of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purpose. The Fund will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of suspension or revocation described in subsection (v) hereunder and, if any such stop order or order of suspension or revocation is issued, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect the filings necessary pursuant to Rule 497(c), Rule 497(j) or Rule 497(h) and will take such steps as it deems necessary to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional information.

Compliance with Securities Regulations and Commission Requests. The Fund, subject to Section 3(b), will comply with the requirements of Rule 430A or Rule 434, as applicable, and will notify the Underwriter immediately, and confirm the notice in writing, (i) if any post-effective amendment to the Registration Statement shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, and (v) of the issuance by the Commission of an order of suspension or revocation of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purpose. The Fund will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of suspension or revocation described in subsection (v) hereunder and, if any such stop order or order of suspension or revocation is issued, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect the filings necessary pursuant to Rule 497(c), Rule 497(j) or Rule 497(h) and will take such steps as it deems necessary to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional informationprospectus.

Compliance with Securities Regulations and Commission Requests. The FundCompany, subject to Section 3(b3(c), will comply with prepare the requirements of Prospectus in a form approved by the Representatives and file such Prospectus pursuant to Rule 430A or 424(b) within the time prescribed under Rule 434, as applicable, 424(b) and will notify the Underwriter Representatives immediately, and confirm the notice in writing, (i) if when any post-effective amendment to the Registration Statement shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use that has been received by the Company or of any order preventing or suspending the use of any preliminary prospectus/statement, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, and (v) purposes or pursuant to Section 8A of the issuance by 1933 Act against the Commission of an order of suspension Company or revocation of related to the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeoffering. The Fund will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of suspension or revocation described in subsection (v) hereunder and, if any such stop order or order of suspension or revocation is issued, to obtain the lifting thereof at the earliest possible moment. The Fund Company will promptly effect the filings necessary pursuant to Rule 497(c), Rule 497(j) or Rule 497(h424(b) and will take such steps as it deems necessary to ascertain promptly whether the certificate form of prospectus transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued or prospectus any notice objecting to the use of the Registration Statement is issued, to obtain the lifting thereof at the earliest possible moment. The Company will prepare a final term sheet, which shall be previously approved by the Representatives, and statement of additional informationwill file such pricing term sheet pursuant to Rule 433(d) under the 1933 Act within the time period prescribed by such Rule.

Compliance with Securities Regulations and Commission Requests. The Fund, subject to Section 3(b3(a)(ii), will comply with the requirements of Rule 430A or Rule 434, as applicable, and will notify the Underwriter Representatives immediately, and confirm the notice in writing, (i) if when any post-effective amendment to the Registration Statement shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, or of the suspension of the qualification of the Shares AMPS for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, and (v) of the issuance by the Commission of an order of suspension or revocation of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purpose. The Fund will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of suspension or revocation described in subsection (v) hereunder and, if any such stop order or order of suspension or revocation is issued, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect the filings necessary pursuant to Rule 497(c), Rule 497(j) or Rule 497(h) 497 and will take such steps as it deems necessary to ascertain promptly whether the certificate form of prospectus transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) 497 was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate prospectus. The Fund will make every reasonable effort to prevent the issuance of any stop order, or prospectus and statement order of additional informationsuspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and, if any such stop order or order of suspension or revocation of registration is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Fund, subject to Section 3(b), will comply with the requirements of Rule 430A or Rule 434, as applicable, and will notify the Underwriter Representative immediately, and confirm the notice in writing, (i) if any post-effective amendment to the Registration Statement shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, and (v) of the issuance by the Commission of an order of suspension or revocation of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purpose. The Fund will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of suspension or revocation described in subsection (v) hereunder and, if any such stop order or order of suspension or revocation is issued, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect the filings necessary pursuant to Rule 497(c), Rule 497(j) or Rule 497(h) and will take such steps as it deems necessary to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional informationprospectus.

Compliance with Securities Regulations and Commission Requests. The FundTrust, subject to Section 3(b3(a)(ii), will comply with the requirements of Rule 430A or Rule 434, as applicable, and will notify the Underwriter Representatives immediately, and confirm the notice in writing, (i) if when any post-effective amendment to the Registration Statement shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, and (v) of the issuance by the Commission of an order of suspension or revocation of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purpose. The Fund will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of suspension or revocation described in subsection (v) hereunder and, if any such stop order or order of suspension or revocation is issued, to obtain the lifting thereof at the earliest possible moment. The Fund Trust will promptly effect the filings necessary pursuant to Rule 497(c), Rule 497(j) or Rule 497(h) 497 and will take such steps as it deems necessary to ascertain promptly whether the certificate form of prospectus transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) 497 was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate prospectus. The Trust will make every reasonable effort to prevent the issuance of any stop order, or prospectus and statement order of additional informationsuspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and, if any such stop order or order of suspension or revocation of registration is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Fund, subject to Section 3(b3(a)(ii), will comply with the requirements of Rule 430A or Rule 434, as applicable, and will notify the Underwriter Representative immediately, and confirm the notice in writing, (i) if when any post-effective amendment to the Registration Statement shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, or of the suspension of the qualification of the Shares AMPS for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, and (v) of the issuance by the Commission of an order of suspension or revocation of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purpose. The Fund will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of suspension or revocation described in subsection (v) hereunder and, if any such stop order or order of suspension or revocation is issued, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect the filings necessary pursuant to Rule 497(c), Rule 497(j) or Rule 497(h) 497 and will take such steps as it deems necessary to ascertain promptly whether the certificate form of prospectus transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) 497 was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate prospectus. The Fund will make every reasonable effort to prevent the issuance of any stop order, or prospectus and statement order of additional informationsuspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and, if any such stop order or order of suspension or revocation of registration is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The FundOperating Partnership, subject to Section 3(b), will comply with the requirements of Rule 430A or 430B and Rule 434, as applicable, 433 and will notify the Underwriter Representatives immediately, and confirm the notice in writing, (i) if when the Registration Statement or any post-effective amendment to the Registration Statement shall have become effective, or when any supplement to preliminary prospectus, the Prospectus or any amended Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing shall have been filed, (ii) of the receipt of any comments from the CommissionCommission (and shall promptly furnish the Representatives with a copy of any comment letters and any transcript of oral comments, and shall furnish the Representatives with copies of any written responses thereto a reasonable amount of time prior to the proposed filing thereof with the Commission and will not file any such response to which the Representatives or counsel for the Underwriters shall object), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus or any Issuer Free Writing Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing or any notice from the Commission objecting to the use of the form of the Registration Statement or any post-effective amendment thereto, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdictionjurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Operating Partnership becomes the subject of a proceeding under Section 8A of the issuance by 1933 Act in connection with the Commission of an order of suspension or revocation offering of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeSecurities. The Fund Operating Partnership will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of and the suspension or revocation described in subsection (v) hereunder andloss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or order of any such suspension or revocation is issuedloss occurs, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect Operating Partnership, or BPG on its behalf, shall pay the filings necessary pursuant required Commission filing fees relating to the Securities within the time required by Rule 497(c), Rule 497(j456(b)(1)(i) or Rule 497(hof the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and will take 457(r) of the 1993 Act Regulations, except to the extent such steps as it deems necessary filing fees have been paid prior to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional informationdate hereof.

Compliance with Securities Regulations and Commission Requests. The FundCompany, subject to Section 3(b3(a)(ii), will comply with the requirements of the 1933 Act, including Rule 430A or Rule 434, as applicable430C thereunder, and will notify the Underwriter Underwriters immediately, and confirm the notice in writing, (i) if when any post-effective amendment to the Registration Statement shall have become effective, or any supplement to the Prospectus or any amended amendment or supplement thereto shall have been filed, or any amendment or supplement to the Preliminary Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statementthe Preliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, and (v) if the Company becomes the subject of a proceeding under Section 8A of the issuance by 1933 Act in connection with the Commission of an order of suspension or revocation offering of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeSecurities. The Fund will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of suspension or revocation described in subsection (v) hereunder and, if any such stop order or order of suspension or revocation is issued, to obtain the lifting thereof at the earliest possible moment. The Fund Company will promptly effect the filings necessary pursuant to required by Rule 497(c), Rule 497(j) or Rule 497(h) 497 and will take such steps as it deems they deem necessary to ascertain promptly whether the certificate form of prospectus transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) 497 was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order, or prospectus and statement order of additional informationsuspension or revocation of registration, and, if any such stop order or order of suspension or revocation of registration is issued, to obtain the lifting or withdrawal thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The FundOperating Partnership, subject to Section 3(b), will comply with the requirements of Rule 430A or 430B and Rule 434, as applicable, 433 and will notify the Underwriter Representatives immediately, and confirm the notice in writing, (i) if when the Registration Statement or any post-effective amendment to the Registration Statement shall have become effective, or when any supplement to preliminary prospectus, the Prospectus or any amended Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing shall have been filed, (ii) of the receipt of any comments from the CommissionCommission (and shall promptly furnish the Representatives with a copy of any comment letters and any transcript of oral comments, and shall furnish the Representatives with copies of any written responses thereto a reasonable amount of time prior to the proposed filing thereof with the Commission and will not file any such response to which the Representatives or counsel for the Underwriters shall object), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus or any Issuer Free Writing Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing or any notice from the Commission objecting to the use of the form of the Registration Statement or any post-effective amendment thereto, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdictionjurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Operating Partnership becomes the subject of a proceeding under Section 8A of the issuance by 1933 Act in connection with the Commission of an order of suspension or revocation offering of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeSecurities. The Fund Operating Partnership will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of and the suspension or revocation described in subsection (v) hereunder andloss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or order of any such suspension or revocation is issuedloss occurs, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect Operating Partnership, or BPG on its behalf, shall pay the filings necessary pursuant required Commission filing fees relating to the Securities within the time required by Rule 497(c), Rule 497(j456(b)(1)(i) or Rule 497(hof the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and will take 457(r) of the 1933 Act Regulations, except to the extent such steps as it deems necessary filing fees have been paid prior to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional informationdate hereof.

Compliance with Securities Regulations and Commission Requests. The FundCompany, subject to Section 3(b3(a)(ii), will comply with the requirements of the 1933 Act, including Rule 430A or Rule 434, as applicable430C thereunder, and will notify the Underwriter Representatives immediately, and confirm the notice in writing, (i) if when any post-effective amendment to the Registration Statement shall have become effective, or any supplement to the Prospectus or any amended amendment or supplement thereto shall have been filed, or any amendment or supplement to the Preliminary Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statementthe Preliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, and (v) if the Company becomes the subject of a proceeding under Section 8A of the issuance by 1933 Act in connection with the Commission of an order of suspension or revocation offering of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeSecurities. The Fund will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of suspension or revocation described in subsection (v) hereunder and, if any such stop order or order of suspension or revocation is issued, to obtain the lifting thereof at the earliest possible moment. The Fund Company will promptly effect the filings necessary pursuant to required by Rule 497(c), Rule 497(j) or Rule 497(h) 497 and will take such steps as it deems they deem necessary to ascertain promptly whether the certificate form of prospectus transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) 497 was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order, or prospectus and statement order of additional informationsuspension or revocation of registration, and, if any such stop order or order of suspension or revocation of registration is issued, to obtain the lifting or withdrawal thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The FundCompany, subject to Section 3(b)) hereof, will comply with the requirements of Rule 430A or 430B and Rule 434, as applicable, 433 and will notify the Underwriter Representatives immediately, and confirm the notice in writing, (i) if when the Registration Statement or any post-effective amendment to the Registration Statement shall have become effective, or when any supplement to preliminary prospectus, the Prospectus or any amended Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing shall have been filed, (ii) of the receipt of any comments from the CommissionCommission (and shall promptly furnish the Representatives with a copy of any comment letters and any transcript of oral comments, and shall furnish the Representatives with copies of any written responses thereto a reasonable amount of time prior to the proposed filing thereof with the Commission and will not file any such response to which either Representative or counsel for the Underwriters shall reasonably object), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, any document incorporated or deemed to be incorporated by reference therein or any Issuer Free Writing Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing, or any notice from the Commission objecting to the use of the form of the Registration Statement or any post-effective amendment thereto, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdictionjurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the issuance by 1933 Act in connection with the Commission of an order of suspension or revocation offering of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeSecurities. The Fund Company will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of and the suspension or revocation described in subsection (v) hereunder andloss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or order of any such suspension or revocation is issuedloss occurs, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect Company shall pay the filings necessary pursuant required Commission filing fees relating to the Securities within the time required by Rule 497(c), Rule 497(j456(b)(1)(i) or Rule 497(hof the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and will take 457(r) of the 1933 Act Regulations, except to the extent such steps as it deems necessary filing fees have been paid prior to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional informationdate hereof.

Compliance with Securities Regulations and Commission Requests. The FundCompany, subject to Section 3(b), will comply with the requirements of Rule 430A or and Rule 434, as applicable, 433 and will notify the Underwriter immediatelyRepresentatives promptly, and confirm the notice in writing, (i) if when the Initial Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment to the Registration Statement shall have be declared or become effective, or when any supplement to preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or any amended Prospectus Written Testing-the-Waters Communication or any amendment or supplement to any of the foregoing shall have been filedfiled or distributed, (ii) of the receipt of any comments from the CommissionCommission (and shall promptly furnish the Representatives with a copy of any comment letters and any transcript of oral comments, and shall furnish the Representatives with copies of any written responses thereto a reasonable amount of time prior to the proposed filing thereof with the Commission and will not file any such response to which the Representatives or counsel for the Underwriters shall reasonably object by written notice to the Company), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, or any Issuer Free Writing Prospectus or for additional informationinformation including, but not limited to, any request for information concerning any Testing-the-Waters Communication, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, the Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the Waters Communication or any amendment or supplement to any of the foregoing, or any notice from the Commission objecting to the use of the form of the Registration Statement or any post-effective amendment thereto, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdictionjurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the issuance by 1933 Act in connection with the Commission of an order of suspension or revocation offering of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeSecurities. The Fund Company will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of and the suspension or revocation described in subsection (v) hereunder andloss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or order of any such suspension or revocation is issuedloss occurs, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect the filings necessary pursuant to Rule 497(c), Rule 497(j) or Rule 497(h) and will take such steps as it deems necessary to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional information.

Compliance with Securities Regulations and Commission Requests. The FundPrior to the end of the period during which the Prospectus is required (or, but for the provisions of Rule 172, would be required) to be delivered by applicable law (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise), the Company, subject to Section 3(b), will comply with the requirements of Rule 430A or 430B and Rule 434, as applicable, 433 and will notify the Underwriter Representatives immediately, and confirm the notice in writing, (i) if when the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment to the Registration Statement shall have be declared or become effective, or when any supplement to preliminary prospectus, the Prospectus or any amended Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or any amendment or supplement to any of the foregoing shall have been filedfiled or distributed, (ii) of the receipt of any comments from the CommissionCommission (and shall promptly furnish the Representatives with a copy of any comment letters and any written responses thereto), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus or any Issuer Free Writing Prospectus or for additional informationinformation including, but not limited to, any request for information concerning any Testing-the-Waters Communication, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, the Prospectus or any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or any amendment or supplement to any of the foregoing or any notice from the Commission objecting to the use of the form of the Registration Statement or any post effective amendment thereto, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdictionjurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the issuance by 1933 Act in connection with the Commission of an order of suspension or revocation offering of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeSecurities. The Fund Company will make every use commercially reasonable effort efforts to prevent the issuance of any such stop order described in subsection (iv) hereunder or and the occurrence of any order of such suspension or revocation described in subsection (v) hereunder andloss of any qualification of the Securities for offering or sale and any such loss or suspension of any exemption from any such qualification, and if any such stop order or order of suspension or revocation is issued, or any such suspension or loss occurs, to obtain as soon as possible the lifting thereof at the earliest possible moment. The Fund will promptly effect the filings necessary pursuant to Rule 497(c), Rule 497(j) or Rule 497(h) and will take such steps as it deems necessary to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional informationthereof.

Compliance with Securities Regulations and Commission Requests. The FundDuring any period when the delivery of a prospectus is required in connection with the offering or sale of Shares (whether physically or through compliance with Rules 153 or 172, subject or in lieu thereof a notice referred to Section 3(bin Rule 173(a) of the 1933 Act Regulations (“Rule 173(a)”)), will comply with the requirements of Rule 430A or Rule 434, as applicable, and will Company shall promptly notify the Underwriter immediately, and confirm the notice in writing, Agent (i) if when any post-effective amendment to the Registration Statement shall have become effective, or any new registration statement relating to the Shares shall become effective or any amendment or supplement to the Prospectus or any amended Prospectus shall have been filedfiled (other than an amendment or supplement providing solely for the determination of the terms of an offering of securities, unless such offering is reasonably related to an offering of Shares), (ii) of the receipt of any comments from the Commissionafter it receives notice thereof, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, or for additional informationinformation and (iii) after it receives notice thereof, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any notice of objection to the use of the Registration Statement pursuant to Rule 401(g)(2) or of the issuance of any order preventing or suspending the use of the Prospectus or any preliminary prospectus/statementother prospectus in respect of the Shares, or of the suspension of the qualification of the any Shares for offering or sale in any jurisdiction, or of the initiation institution or threatening of any proceedings for any of such purposes, and (v) purposes or pursuant to Section 8A of the issuance by 1933 Act. If the Commission of an should issue a stop order of suspension or revocation suspending the effectiveness of the notification on Form N-8A of registration of Registration Statement, the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purpose. The Fund will make every use its commercially reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of suspension or revocation described in subsection (v) hereunder and, if any such stop order or order of suspension or revocation is issued, efforts to obtain the lifting thereof at withdrawal of such order. In the earliest possible moment. The Fund will event of any issuance of a notice of objection by the Commission, the Company shall promptly effect the filings necessary pursuant to Rule 497(c), Rule 497(j) or Rule 497(h) and will take such reasonable steps as it deems may be necessary to ascertain promptly whether permit offers and sales of the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing Shares by the Commission andAgent as contemplated herein and in any Terms Agreement, in which may include amending the event that it was not, it will promptly file such certificate Registration Statement or prospectus filing a new registration statement and statement of additional informationpaying any associated filing fees.

Compliance with Securities Regulations and Commission Requests. The FundCompany, subject to Section 3(b)) hereof, will comply with the requirements of Rule 430A or 430B and Rule 434, as applicable, 433 and will notify the Underwriter Representatives immediately, and confirm the notice in writing, (i) if when the Registration Statement or any post-effective amendment to the Registration Statement shall have become effective, or when any supplement to preliminary prospectus, the Prospectus or any amended Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing shall have been filed, (ii) of the receipt of any comments with respect to any of the foregoing from the CommissionCommission (and shall promptly furnish the Representatives with a copy of any comment letters and any transcript of oral comments, and shall furnish the Representatives with copies of any written responses thereto a reasonable amount of time prior to the proposed filing thereof with the Commission and will not file any such response to which any Representative or counsel for the Underwriters shall reasonably object), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, any document incorporated or deemed to be incorporated by reference therein or any Issuer Free Writing Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing, or any notice from the Commission objecting to the use of the form of the Registration Statement or any post-effective amendment thereto, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdictionjurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the issuance by 1933 Act in connection with the Commission of an order of suspension or revocation offering of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeSecurities. The Fund Company will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of and the suspension or revocation described in subsection (v) hereunder andloss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or order of any such suspension or revocation is issuedloss occurs, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect Company shall pay the filings necessary pursuant required Commission filing fees relating to the Securities within the time required by Rule 497(c), Rule 497(j456(b)(1)(i) or Rule 497(hof the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and will take 457(r) of the 1933 Act Regulations, except to the extent such steps as it deems necessary filing fees have been paid prior to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional informationdate hereof.

Compliance with Securities Regulations and Commission Requests. The FundCompany, subject to Section 3(b), will comply with the requirements of Rule 430A or Rule 434, as applicablethe Shelf Procedures and General Instruction II.L. of Form F-10, and the Company will notify the Underwriter Representatives immediately, and confirm the notice in writing, (i) if when any post-effective amendment to the Registration Statement or new registration statement relating to the Securities shall have been filed with the Commission or shall have become effective, or when any supplement or amendment to the U.S. Prospectus or the Canadian Prospectus or any amended U.S. Prospectus or Canadian Prospectus or any Supplementary Material shall have been filed, (ii) of the receipt of any comments from the Qualifying Authorities or the Commission, (iii) of any request by the Qualifying Authorities to amend or supplement the Canadian Prospectus or for additional information or of any request by the Commission for any amendment to the Registration Statement or the filing of a new registration statement or any amendment or supplement to the U.S. Prospectus or any document incorporated by reference therein or otherwise deemed to be a part thereof or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus/statement, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdiction, or of the institution or, to the knowledge of the Company, the initiation or threatening of any proceedings for any of such purposespurposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement, (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities and (vvi) of the issuance by the Commission Qualifying Authorities or any stock exchange in Canada or the United States of an any order having the effect of suspension ceasing or revocation suspending the distribution of the notification on Form N-8A of registration Securities or the trading in the Common Shares or any other securities of the Fund as an investment company under Company, or of the Investment Company Act or institution or, to the initiation knowledge of the Company, threatening of any proceeding proceedings for that any such purpose. The Fund Company will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of suspension or revocation described in subsection (v) hereunder and, if any such stop order or order of suspension or revocation is issued, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect the filings necessary required pursuant to Rule 497(c), Rule 497(j) or Rule 497(h) General Instruction II.L of Form F-10 not later than the Commission’s close of business on the Business Day following the date of filing thereof with the Qualifying Authorities and will take such steps as it deems necessary to ascertain promptly whether the certificate form of prospectus transmitted for filing under Rule 497(j) or the form pursuant to General Instruction II.L of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) Form F-10 was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate prospectus. The Company will use every reasonable effort to prevent the issuance of any such stop order or prospectus and statement of additional informationany order preventing or suspending such use or such order ceasing or suspending the distribution of the Securities or the trading in the Common Shares or any other securities of the Company and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Compliance with Securities Regulations and Commission Requests. The FundPartnership, subject to Section 3(b)) hereof, will comply with the requirements of Rule 430A or 430B and Rule 434, as applicable, 433 and will notify the Underwriter Representative immediately, and confirm the notice in writing, (i) if when any post-effective amendment to the Registration Statement shall have become effective, or when any supplement to preliminary prospectus, the Prospectus or any amended Issuer Free Writing Prospectus or any amendment or supplement thereto shall have been filed, (ii) of the receipt of any comments from the CommissionCommission (together with a copy of any comment letters and any transcript of oral comments and any written responses thereto), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, or any document incorporated by reference therein or any Issuer Free Writing Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing, or any notice from the Commission objecting to the use of the form of the Registration Statement or any post-effective amendment thereto, or of the suspension of the qualification of the Shares Units for offering or sale in any jurisdictionjurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Partnership becomes the subject of a proceeding under Section 8A of the issuance by 1933 Act in connection with the Commission of an order of suspension or revocation offering of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeUnits. The Fund Partnership will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of suspension or revocation described in subsection (v) hereunder and, if any such stop order or order of suspension or revocation is issued, to obtain the lifting thereof at the earliest possible momentas soon as possible. The Fund will promptly effect Partnership shall pay the filings necessary pursuant required Commission filing fees relating to the Units within the time required by Rule 497(c), Rule 497(j456(b)(1)(i) or Rule 497(hof the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and will take 457(r) of the 1993 Act Regulations, except to the extent such steps as it deems necessary filing fees have been paid prior to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional informationdate hereof.

Compliance with Securities Regulations and Commission Requests. The Fund, subject to Section 3(b), will comply with the requirements of Rule 430A or Rule 434, as applicable, and will notify the Underwriter immediately, and confirm the notice in writing, (i) if any post-effective amendment to the Registration Statement shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (ivIV) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, and (v) of the issuance by the Commission of an order of suspension or revocation of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purpose. The Fund will make every reasonable effort to prevent the issuance of any stop order described in subsection (ivIV) hereunder or any order of suspension or revocation described in subsection (v) hereunder and, if any such stop order or order of suspension or revocation is issued, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect the filings necessary pursuant to Rule 497(c), Rule 497(j) or Rule 497(h) and will take such steps as it deems necessary to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional information.

Compliance with Securities Regulations and Commission Requests. The FundCompany, subject to Section 3(b)) hereof, will comply with the requirements of Rule 430A or 430B and Rule 434, as applicable, 433 and will notify the Underwriter Representative immediately, and confirm the notice in writing, (i) if when the Registration Statement or any post-effective amendment to the Registration Statement shall have become effective, or when any supplement to preliminary prospectus, the Prospectus or any amended Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing shall have been filed, (ii) of the receipt of any comments from the CommissionCommission (and shall promptly furnish the Representative with a copy of any comment letters and any transcript of oral comments, and shall furnish the Representative with copies of any written responses thereto a reasonable amount of time prior to the proposed filing thereof with the Commission and will not file any such response to which the Representative or counsel for the Underwriters shall reasonably object), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, any document incorporated or deemed to be incorporated by reference therein or any Issuer Free Writing Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing, or any notice from the Commission objecting to the use of the form of the Registration Statement or any post-effective amendment thereto, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdictionjurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the issuance by 1933 Act in connection with the Commission of an order of suspension or revocation offering of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeSecurities. The Fund Company will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of and the suspension or revocation described in subsection (v) hereunder andloss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or order of any such suspension or revocation is issuedloss occurs, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect Company shall pay the filings necessary pursuant required Commission filing fees relating to the Securities within the time required by Rule 497(c), Rule 497(j456(b)(1)(i) or Rule 497(hof the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and will take 457(r) of the 1933 Act Regulations, except to the extent such steps as it deems necessary filing fees have been paid prior to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional informationdate hereof.

Compliance with Securities Regulations and Commission Requests. The FundOperating Partnership, subject to Section 3(b), will comply with the requirements of Rule 430A or 430B and Rule 434, as applicable, 433 and will notify the Underwriter Representatives immediately, and confirm the notice in writing, (i) if when the Registration Statement or any post-effective amendment to the Registration Statement shall have become effective, or when any supplement to preliminary prospectus, the Prospectus or any amended Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing shall have been filed, (ii) of the receipt of any comments from the CommissionCommission (and shall promptly furnish the Representatives with a copy of any comment letters and any transcript of oral comments, and shall furnish the Representatives with copies of any written responses thereto a reasonable amount of time prior to the proposed filing thereof with the Commission and will not file any such response to which the Representatives or counsel for the Underwriters shall object), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus or any Issuer Free Writing Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing or any notice from the Commission objecting to the use of the form of the Registration Statement or any post effective amendment thereto, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdictionjurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Operating Partnership becomes the subject of a proceeding under Section 8A of the issuance by 1933 Act in connection with the Commission of an order of suspension or revocation offering of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeSecurities. The Fund Operating Partnership will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of and the suspension or revocation described in subsection (v) hereunder andloss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or order of any such suspension or revocation is issuedloss occurs, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect Operating Partnership, or BPG on its behalf, shall pay the filings necessary pursuant required Commission filing fees relating to the Securities within the time required by Rule 497(c), Rule 497(j456(b)(1)(i) or Rule 497(hof the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and will take 457(r) of the 1993 Act Regulations, except to the extent such steps as it deems necessary filing fees have been paid prior to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional informationdate hereof.

Compliance with Securities Regulations and Commission Requests. The FundCompany, subject to Section 3(b), will comply with the requirements of Rule 430A or 430B and Rule 434, as applicable, 433 and will notify the Underwriter Representatives immediately, and confirm the notice in writing, (i) if when the Registration Statement or any post-effective amendment to the Registration Statement shall have be declared or become effective, or when any supplement to preliminary prospectus, the Prospectus or any amended Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing shall have been filed, (ii) of the receipt of any comments from the CommissionCommission (and shall promptly furnish the Representatives with a copy of any comment letters and any transcript of oral comments, and shall furnish the Representatives with copies of any written responses thereto a reasonable amount of time prior to the proposed filing thereof with the Commission and will not file any such response to which the Representatives or counsel for the Underwriters shall object), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, any document incorporated or deemed to be incorporated by reference therein or any Issuer Free Writing Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing, or any notice from the Commission objecting to the use of the form of the Registration Statement or any post-effective amendment thereto, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdictionjurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the issuance by 1933 Act in connection with the Commission of an order of suspension or revocation offering of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeSecurities. The Fund Company will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of and the suspension or revocation described in subsection (v) hereunder andloss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or order of any such suspension or revocation is issuedloss occurs, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect Company shall pay the filings necessary pursuant required Commission filing fees relating to the Securities within the time required by Rule 497(c), Rule 497(j456(b)(1)(i) or Rule 497(hof the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and will take 457(r) of the 1993 Act Regulations, except to the extent such steps as it deems necessary filing fees have been paid prior to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional informationdate hereof.

Compliance with Securities Regulations and Commission Requests. The FundPrior to the end of the period during which the Prospectus is required (or, but for the provisions of Rule 172, would be required) to be delivered by applicable law (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise), the Company, subject to Section 3(b), will comply with the requirements of Rule 430A or 430B and Rule 434, as applicable, 433 and will notify the Underwriter Representative immediately, and confirm the notice in writing, (i) if when the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment to the Registration Statement shall have be declared or become effective, or when any supplement to preliminary prospectus, the Prospectus or any amended Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or any amendment or supplement to any of the foregoing shall have been filedfiled or distributed, (ii) of the receipt of any comments from the CommissionCommission (and shall promptly furnish the Representative with a copy of any comment letters and any written responses thereto), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus or any Issuer Free Writing Prospectus or for additional informationinformation including, but not limited to, any request for information concerning any Testing-the-Waters Communication, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, the Prospectus or any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or any amendment or supplement to any of the foregoing or any notice from the Commission objecting to the use of the form of the Registration Statement or any post effective amendment thereto, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdictionjurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the issuance by 1933 Act in connection with the Commission of an order of suspension or revocation offering of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeSecurities. The Fund Company will make every use commercially reasonable effort efforts to prevent the issuance of any such stop order described in subsection (iv) hereunder or and the occurrence of any order of such suspension or revocation described in subsection (v) hereunder andloss of any qualification of the Securities for offering or sale and any such loss or suspension of any exemption from any such qualification, and if any such stop order or order of suspension or revocation is issued, or any such suspension or loss occurs, to obtain as soon as possible the lifting thereof at the earliest possible moment. The Fund will promptly effect the filings necessary pursuant to Rule 497(c), Rule 497(j) or Rule 497(h) and will take such steps as it deems necessary to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional informationthereof.

Compliance with Securities Regulations and Commission Requests. The FundCompany, subject to Section 3(b)) and 3(c) hereof, will comply with the requirements of Rule 430A or Rule 434, as applicable430B, and will notify the Underwriter immediatelyAgents as soon as reasonably practicable, and confirm the notice in writing, writing (i) if when, excluding XXXXX filings, any post-effective amendment to the Registration Statement shall have become effective, or any new registration statement relating to the Shares shall become effective or any amendment or supplement to the Prospectus or any amended Prospectus shall have been filedfiled (other than an amendment or supplement providing solely for the determination of the terms of an offering of securities unless related to an offering of Shares), (ii) of the receipt of any comments from the CommissionCommission to the extent any Sales Notice is outstanding, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, including any document incorporated by reference therein, or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment or, if applicable, of any notice of objection to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) or of the issuance of any order preventing or suspending the use of any preliminary prospectus/statementthe Prospectus, or of the suspension of the qualification of the any Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) to the extent any Sales Notice is outstanding, if the Company becomes the subject of a proceeding under Section 8A of the issuance 1933 Act in connection with any offering of Shares. In connection with a Terms Agreement, the Company will prepare and file with the Commission, subject to Section 3(c) hereof, a pricing supplement with respect to the offer and sale of Shares covered by the Commission of an order of suspension or revocation of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposesuch Terms Agreement. The Fund Company will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of suspension or revocation described in subsection (v) hereunder and, if any such stop order or order of suspension or revocation is issued, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect the all filings necessary pursuant to required under Rule 497(c424(b), in the manner and within the time period required by Rule 497(j424(b) or (without reliance on Rule 497(h) 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the certificate form of prospectus transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate prospectus. The Company will make every reasonable effort to prevent the issuance of any stop, prevention or prospectus and statement of additional informationsuspension order and, if any such order is issued, to obtain the lifting thereof as soon as reasonably practicable.

Compliance with Securities Regulations and Commission Requests. The FundCompany and the Trust, subject to Section 3(b), will comply with the requirements of Rule 430A or and Rule 434, as applicable, 433 and will notify the Underwriter Representatives immediately, and confirm the notice in writing, (i) if when the Initial Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment to the Registration Statement shall have be declared or become effective, or when any supplement to preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or any amended Prospectus Written Testing-the-Waters Communication or any amendment or supplement to any of the foregoing shall have been filedfiled or distributed, (ii) of the receipt of any comments from the CommissionCommission (and shall promptly furnish the Representatives with a copy of any comment letters and shall furnish the Representatives with copies of any written responses thereto a reasonable amount of time prior to the proposed filing thereof with the Commission and will not file any such response to which the Representatives or counsel for the Underwriters shall reasonably object), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, or any Issuer Free Writing Prospectus or for additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, the Prospectus or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or any amendment or supplement to any of the foregoing, or any notice from the Commission objecting to the use of the form of the Registration Statement or any post-effective amendment thereto, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdictionjurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Trust becomes the subject of a proceeding under Section 8A of the issuance by 1933 Act in connection with the Commission of an order of suspension or revocation offering of the notification on Form N-8A of registration of Securities prior to the Fund as an investment company under the Investment Company Act Closing Date or the initiation of any proceeding for that purposeOption Closing Date. The Fund Company and the Trust will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of and the suspension or revocation described in subsection (v) hereunder andloss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or order of any such suspension or revocation is issuedloss occurs, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect the filings necessary pursuant to Rule 497(c), Rule 497(j) or Rule 497(h) and will take such steps as it deems necessary to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional information.

Compliance with Securities Regulations and Commission Requests. The FundCompany, subject to Section 3(b5(b), will comply with the requirements of Rule 430A or Rule 434, as applicable, 430C and will notify the Underwriter immediatelyRepresentative as soon as practicable, and and, in the case of clauses (ii)-(iv) of this Section 5(a), confirm the notice in writing, (i) if when any post-effective amendment to the Registration Statement shall have become effective, or any amendment or supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statementthe Prospectus, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, purposes or of any examination pursuant to Section 8(e) of the Securities Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the issuance by Securities Act in connection with the Commission of an order of suspension or revocation offering of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeSecurities. The Fund will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of suspension or revocation described in subsection (v) hereunder and, if any such stop order or order of suspension or revocation is issued, to obtain the lifting thereof at the earliest possible moment. The Fund Company will promptly effect the filings necessary pursuant to required by Rule 497(c), Rule 497(j) or Rule 497(h) 497 and will take such steps as it deems necessary to ascertain promptly whether the certificate form of prospectus transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) 497 was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement prospectus. The Company will make every reasonable effort to prevent the issuance of additional informationany stop order suspending the effectiveness of the Registration Statement pursuant to the Securities Act, and, if any such stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The FundCompany, subject to Section 3(b), will comply with the requirements of Rule 430A or Rule 434, as applicable, General Instruction II.L. of Form F-10; and will notify the Underwriter immediatelyRepresentatives promptly, and confirm the notice in writing, (i) if when any post-effective amendment to the Effective Registration Statement or any new registration statement relating to the Securities shall have been filed with the Commission or shall have become effective, or any supplement to the U.S. Prospectus or the Canadian Prospectus or any amended U.S. Prospectus or Canadian Prospectus or any Supplementary Material shall have been filed, (ii) of the receipt of any comments comment from any Qualifying Authority or the Commission, (iii) of any request by any Qualifying Authority to amend or supplement the Canadian Prospectus or any document incorporated by reference therein or for additional information or of any request by the Commission for any amendment to amend the Original Registration Statement Statement, to file a new registration statement or to amend or supplement the U.S. Prospectus or any amendment document incorporated by reference therein or supplement otherwise deemed to the Prospectus be a part thereof or included therein or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Effective Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus/statement, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdiction, or of the initiation or threatening institution or, to the knowledge of the Company, threatening, of any proceedings for any of such purposespurposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement, (v) if the Company becomes subject to a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities and (vvi) of the issuance by any Qualifying Authority or any stock exchange of any order having the Commission effect of an order ceasing or suspending the distribution of suspension or revocation trading in the Securities or the trading in any securities of the notification on Form N-8A of registration Company, or of the Fund as an investment company under institution or, to the Investment Company Act or knowledge of the initiation Company, threatening, of any proceeding proceedings for that any such purpose. The Fund Company will make every reasonable effort to prevent the issuance of any such stop order described in subsection (iv) hereunder or of any order preventing or suspending such use or any such order ceasing or suspending the distribution of suspension the Securities or revocation described the trading in subsection (v) hereunder the Securities or the trading in any securities of the Company and, if any such stop order or order of suspension or revocation is issued, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect the filings necessary pursuant to Rule 497(c), Rule 497(j) or Rule 497(h) and will take such steps as it deems necessary to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional informationtime.

Compliance with Securities Regulations and Commission Requests. The FundPrior to the end of the period during which the Prospectus is required (or, but for the provisions of Rule 172, would be required) to be delivered by applicable law (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise), the Company, subject to Section 3(b), will comply with the requirements of Rule 430A or and Rule 434, as applicable, 433 and will notify the Underwriter Representatives immediately, and confirm the notice in writing, (i) if when the Initial Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment to the Registration Statement shall have be declared or become effective, or when any supplement to preliminary prospectus, the Prospectus, or any Issuer Free Writing Prospectus or any amended Prospectus Written Testing-the-Waters Communication or any amendment or supplement to any of the foregoing shall have been filedfiled or distributed, (ii) of the receipt of any comments from the CommissionCommission (and shall promptly furnish the Representatives with a copy of any comment letters and any written responses thereto), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, or any Issuer Free Writing Prospectus or for additional informationinformation including, but not limited to, any request for information concerning any Testing-the-Waters Communication, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the Waters Communication or any amendment or supplement to any of the foregoing, or any notice from the Commission objecting to the use of the form of the Registration Statement or any post-effective amendment thereto, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdictionjurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the issuance by 1933 Act in connection with the Commission of an order of suspension or revocation offering of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeSecurities. The Fund Company will make every use commercially reasonable effort efforts to prevent the issuance of any such stop order described in subsection (iv) hereunder or and the occurrence of any order of such suspension or revocation described in subsection (v) hereunder andloss of any qualification of the Securities for offering or sale and any such loss or suspension of any exemption from any such qualification, and if any such stop order or order of suspension or revocation is issued, or any such suspension or loss occurs, to obtain as soon as possible the lifting thereof at the earliest possible moment. The Fund will promptly effect the filings necessary pursuant to Rule 497(c), Rule 497(j) or Rule 497(h) and will take such steps as it deems necessary to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional informationthereof.

Compliance with Securities Regulations and Commission Requests. The FundCompany, subject to Section 3(b)) and 3(c) hereof, will comply with the requirements of Rule 430A or Rule 434, as applicable430B, and will notify the Underwriter immediatelyAgents as soon as reasonably practicable, and confirm the notice in writingwriting (which may be by telecopy or email), (i) if when any post-effective amendment to the Registration Statement shall have become effective, or any new registration statement relating to the Shares shall become effective or any amendment or supplement to the Prospectus or any amended Prospectus shall have been filedfiled (other than an amendment or supplement providing solely for the determination of the terms of an offering of securities, unless related to an offering of Shares, as to which the Company will only be obligated to notify the applicable Agent(s) participating in such offering of Shares), (ii) of the receipt of any comments from the CommissionCommission related to the Registration Statement, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, including any document incorporated by reference therein, or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any notice of objection from the Commission relating to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) or of the issuance of any order from the Commission preventing or suspending the use of any preliminary prospectus/statementprospectus or the Prospectus or any amendment or supplement thereto, or of the suspension of the qualification of the any Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the issuance 1933 Act in connection with any offering of Shares. In connection with a Terms Agreement, if required, the Company will prepare and file with the Commission, subject to Section 3(c) hereof, a pricing supplement with respect to the offer and sale of Shares covered by the Commission of an order of suspension or revocation of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposesuch Terms Agreement. The Fund Company will make every effect all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)). The Company will use its commercially reasonable effort efforts to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of suspension or revocation described in subsection (v) hereunder and, if any such stop order or order of suspension or revocation is issued, to obtain the lifting thereof at as soon as reasonably practicable. In the earliest possible momentevent of any issuance of a notice of objection by the Commission, the Company shall make all commercially reasonable efforts to permit offers and sales of Shares by or through the Agents, including, without limitation, amending the Registration Statement or filing a new shelf registration statement relating thereto. The Fund will promptly effect Company shall pay the filings necessary pursuant required Commission filing fees relating to Rule 497(c), Rule 497(j) or Rule 497(h) and will take such steps as it deems necessary the Shares prior to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) time the initial Prospectus Supplement is filed with the Commission or the form time any subsequent Prospectus Supplement that increases gross offering price or number of prospectus Shares that may offered and statement of additional information transmitted for filing sold under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, this Agreement from that referenced in the event that it was not, it will promptly file such certificate or prospectus and statement of additional informationimmediately preceding Prospectus Supplement filed with the Commission.

Compliance with Securities Regulations and Commission Requests. The Fund, subject to Section 3(b), will comply with the requirements of Rule 430A or Rule 434, as applicable, and will notify the Underwriter Representatives immediately, and confirm the notice in writing, (i) if any post-effective amendment to the Registration Statement shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, and (v) of the issuance by the Commission of an order of suspension or revocation of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purpose. The Fund will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of suspension or revocation described in subsection (v) hereunder and, if any such stop order or order of suspension or revocation is issued, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect the filings necessary pursuant to Rule 497(c), Rule 497(j) or Rule 497(h) and will take such steps as it deems necessary to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional informationprospectus.

Compliance with Securities Regulations and Commission Requests. The Fund, subject to Section 3(b), Company will comply with the requirements of Rule 430A or Rule 434, as applicable, and will promptly notify the Underwriter immediatelyAgents (except in the case of clause (ii) below, and confirm which shall only require notice to the notice in writing, Related Agent(s)) (i) if when any post-effective amendment to the Registration Statement or any new registration statement relating to the Notes shall have become effective, (ii) of the transmittal for filing with the Commission of any amendment or any supplement to the Prospectus General Disclosure Package or the Prospectus, including, without limitation, any amended Prospectus shall have been fileddocument to be filed pursuant to the 1934 Act incorporated by reference therein, (iiiii) of the receipt of any comments from the CommissionCommission with respect to the information included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus or any amendment or supplement thereto, (iiiiv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, or for additional informationinformation in the Registration Statement or any amendment thereto or in the Prospectus or any amendment or supplement thereto, including any document incorporated by reference therein, (ivv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any notice of objection to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) or of the issuance of any order preventing or suspending the use of any preliminary prospectus/statementprospectus or the Prospectus or any amendment or supplement thereto, or receipt by the Company of any notice with regard to the suspension of the qualification of the Shares any Notes for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, and (vpurposes or of any examination pursuant to Section 8(d) or 8(e) of the issuance by 1933 Act concerning the Commission Registration Statement and (vi) if the Company becomes the subject of an order of suspension or revocation a proceeding under Section 8A of the notification on Form N-8A 1933 Act in connection with any offering of registration of Notes. Subject to Section 3(b) hereof, the Fund as an investment company Company will effect all filings required under the Investment Company Act or the initiation of any proceeding for that purpose. The Fund will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of suspension or revocation described in subsection (v) hereunder and, if any such stop order or order of suspension or revocation is issued, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect the filings necessary pursuant to Rule 497(c424(b), in the manner and within the time period required by Rule 497(j424(b) or (without reliance on Rule 497(h) 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the certificate form of prospectus transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate prospectus. The Company will use its commercially reasonable best efforts to prevent the issuance of any stop, prevention or prospectus and statement of additional informationsuspension order and, if any such order is issued, to obtain the lifting thereof as soon as practicable. The Company shall pay the required Commission filing fees relating to the Notes within the time required by the 1933 Act Regulations.

Compliance with Securities Regulations and Commission Requests. The FundCompany, subject to Section 3(b), will comply with the requirements of Rule 430A or Rule 434the Shelf Procedures, as applicablemodified by the Order, and General Instruction II.L. of Form F-10, and the Company will notify the Underwriter Representatives immediately, and confirm the notice in writing, (i) if when any post-effective amendment to the Registration Statement or new registration statement relating to the Securities shall have been filed with the Commission or shall have become effective, or when any supplement or amendment to the U.S. Prospectus or the Canadian Prospectus or any amended U.S. Prospectus or Canadian Prospectus or any Supplementary Material shall have been filed, (ii) of the receipt of any comments from the Qualifying Authorities or the Commission, (iii) of any request by the Qualifying Authorities to amend or supplement the Canadian Prospectus or for additional information or of any request by the Commission for any amendment to the Registration Statement or the filing of a new registration statement or any amendment or supplement to the U.S. Prospectus or any document incorporated by reference therein or otherwise deemed to be a part thereof or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus/statement, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdiction, or of the institution or, to the knowledge of the Company, the initiation or threatening of any proceedings for any of such purposespurposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement, (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities and (vvi) of the issuance by the Commission Qualifying Authorities or any stock exchange in Canada or the United States of an any order having the effect of suspension ceasing or revocation suspending the distribution of the notification on Form N-8A of registration Securities or the trading in the Common Shares or any other securities of the Fund as an investment company under Company, or of the Investment Company Act or institution or, to the initiation knowledge of the Company, threatening of any proceeding proceedings for that any such purpose. The Fund Company will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of suspension or revocation described in subsection (v) hereunder and, if any such stop order or order of suspension or revocation is issued, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect the filings necessary required pursuant to Rule 497(c), Rule 497(j) or Rule 497(h) General Instruction II.L of Form F-10 not later than the Commission’s close of business on the Business Day following the date of filing thereof with the Qualifying Authorities and will take such steps as it deems necessary to ascertain promptly whether the certificate form of prospectus transmitted for filing under Rule 497(j) or the form pursuant to General Instruction II.L of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) Form F-10 was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate prospectus. The Company will use every reasonable effort to prevent the issuance of any such stop order or prospectus and statement of additional informationany order preventing or suspending such use or such order ceasing or suspending the distribution of the Securities or the trading in the Common Shares or any other securities of the Company and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Compliance with Securities Regulations and Commission Requests. The FundDuring the period in which a prospectus relating to the Shares is required to be delivered under the Securities Act (whether physically or through compliance with Rules 153 or 172 under the Securities Act, or in lieu thereof, a notice referred to in Rule 173(a) under the Securities Act), the Company, subject to Section 3(b)) and 3(c) hereof, will comply with the requirements of Rule 430A or Rule 434, as applicable430B, and will notify the Underwriter immediatelyAgents and the Forward Purchasers as promptly as possible, and confirm the notice in writing, (i) if when any post-effective amendment to the Registration Statement shall have become effective, or any new registration statement relating to the Shares shall become effective or any amendment or supplement to the Prospectus or any amended Prospectus shall have been filedfiled (other than an amendment or supplement providing solely for the determination of the terms of an offering of securities unless related to an offering of Shares as to which the Company will only be obligated to notify the applicable Agents), (ii) of the receipt of any comments from the CommissionCommission that are related to the Registration Statement or the Prospectus (including any information incorporated by reference therein), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, including any document incorporated by reference therein, or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any notice of objection to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) or of the issuance of any order preventing or suspending the use of any preliminary prospectus/statementprospectus or the Prospectus or any amendment or supplement thereto, or of the suspension of the qualification of the any Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, purposes or of any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the issuance by Securities Act in connection with any offering of Shares. If the Company is in receipt of unresolved or open comments from the Commission regarding the Registration Statement or any new registration statement relating to the Shares, including any document incorporated by reference therein, then, prior to giving any instructions to any Agent to sell Shares pursuant to Section 2 hereof, the Company shall give the Agent one Trading Day’s notice of an order such comments. In connection with a Terms Agreement, the Company will prepare and file with the Commission, subject to Section 3(c) hereof, a pricing supplement with respect to the offer and sale of suspension or revocation of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeShares covered by such Terms Agreement. The Fund Company will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of suspension or revocation described in subsection (v) hereunder and, if any such stop order or order of suspension or revocation is issued, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect the all filings necessary pursuant to required under Rule 497(c424(b), in the manner and within the time period required by Rule 497(j424(b) or (without reliance on Rule 497(h) 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the certificate form of prospectus transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate prospectus. The Company will make every reasonable effort to prevent the issuance of any stop, prevention or prospectus suspension order and, if any such order is issued, to obtain the lifting thereof at the earliest practicable moment. In the event of any issuance of a notice of objection, by the Commission, the Company shall use its reasonable best efforts to permit offers and sales of Shares by or through the Agents, including, without limitation, amending the Registration Statement or filing a new shelf registration statement relating thereto. The Company shall pay the required Commission filing fees relating to the Shares prior to the time the initial Prospectus Supplement is filed with the Commission or the time any subsequent Prospectus Supplement that increases gross offering price or number of additional informationShares that may offered and sold under this Agreement from that referenced in the immediately preceding Prospectus Supplement filed with the Commission.

Compliance with Securities Regulations and Commission Requests. The FundCompany, subject to Section 3(b), will comply with the requirements of Rule 430A or 430B and Rule 434, as applicable, 433 and will notify the Underwriter Representative immediately, and confirm the notice in writing, (i) if when the Registration Statement or any post-effective amendment to the Registration Statement shall have be declared or become effective, or when any supplement to preliminary prospectus, the Prospectus or any amended Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing shall have been filed, (ii) of the receipt of any comments from the CommissionCommission (and shall promptly furnish the Representative with a copy of any comment letters and any transcript of oral comments, and shall furnish the Representative with copies of any written responses thereto a reasonable amount of time prior to the proposed filing thereof with the Commission and will not file any such response to which the Representative or counsel for the Underwriters shall object), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, any document incorporated or deemed to be incorporated by reference therein or any Issuer Free Writing Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing, or any notice from the Commission objecting to the use of the form of the Registration Statement or any post-effective amendment thereto, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdictionjurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the issuance by 1933 Act in connection with the Commission of an order of suspension or revocation offering of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeSecurities. The Fund Company will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of and the suspension or revocation described in subsection (v) hereunder andloss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or order of any such suspension or revocation is issuedloss occurs, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect Company shall pay the filings necessary pursuant required Commission filing fees relating to the Securities within the time period required by Rule 497(c), Rule 497(j456(b)(1)(i) or Rule 497(hof the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and will take 457(r) of the 1933 Act Regulations, except to the extent such steps as it deems necessary filing fees have been paid prior to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional informationdate hereof.

Compliance with Securities Regulations and Commission Requests. The Fund, subject to Section 3(b), will comply with the requirements of Rule 430A or Rule 434, as applicable, and will notify the Underwriter Representative immediately, and confirm the notice in writing, (i) if any post-effective amendment to the Registration Statement shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, and (v) of the issuance by the Commission of an order of suspension or revocation of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purpose. The Fund will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of suspension or revocation described in subsection (v) hereunder and, if any such stop order or order of suspension or revocation is issued, to obtain the lifting thereof at the earliest possible momentas soon as practicable. The Fund will promptly effect the filings necessary pursuant to Rule 497(c), Rule 497(j) or Rule 497(h) and will take such steps as it deems necessary to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional informationprospectus.

Compliance with Securities Regulations and Commission Requests. The Fund, subject to Section 3(b), will comply with the requirements of Rule 430A or Rule 434, as applicable, and will notify the Underwriter Representative immediately, and confirm the notice in writing, (i) if any post-effective amendment to the Registration Statement shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, and (v) of the issuance by the Commission of an order of suspension or revocation of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purpose. The Fund will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of suspension or revocation described in subsection (v) hereunder and, if any such stop order or order of suspension or revocation is issued, to obtain the lifting thereof at the earliest possible momentas soon as practicable. The Fund will promptly effect the filings necessary pursuant to Rule 497(c), Rule 497(j) or Rule 497(h) and will take such steps as it deems necessary to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional informationprospectus.

Compliance with Securities Regulations and Commission Requests. The FundCompany, subject to Section 3(b), will comply with the requirements of Rule 430A or 430B and Rule 434, as applicable, 433 and will notify the Underwriter immediatelyRepresentatives promptly, and confirm the notice in writing, (i) if when the Registration Statement or any post-effective amendment to the Registration Statement shall have be declared or become effective, or when any supplement to preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or any amended Prospectus amendment or supplement to any of the foregoing shall have been filedfiled or distributed, (ii) of the receipt of any comments from the CommissionCommission (and shall promptly furnish the Representatives with a copy of any comment letters and any transcript of oral comments, and shall furnish the Representatives with copies of any written responses thereto a reasonable amount of time prior to the proposed filing thereof with the Commission and will not file any such response to which the Representatives or counsel for the Underwriters shall reasonably object by written notice to the Company), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, any document incorporated or deemed to be incorporated by reference therein or any Issuer Free Writing Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing, or any notice from the Commission objecting to the use of the form of the Registration Statement or any post-effective amendment thereto, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdictionjurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the issuance by 1933 Act in connection with the Commission of an order of suspension or revocation offering of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeSecurities. The Fund Company will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of and the suspension or revocation described in subsection (v) hereunder andloss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or order of any such suspension or revocation is issuedloss occurs, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect Company shall pay the filings necessary pursuant required Commission filing fees relating to the Securities within the time required by Rule 497(c), Rule 497(j456(b)(1)(i) or Rule 497(hwithout regard to the proviso therein of the 1933 Act Regulations and otherwise in accordance with Rules 456(b) and will take 457(r) of the 1993 Act Regulations, except to the extent such steps as it deems necessary filing fees have been paid prior to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional informationdate hereof.

Compliance with Securities Regulations and Commission Requests. The FundCompany, subject to Section 3(b)) hereof, will comply with the requirements of Rule 430A or Rule 434, as applicable430A, and will notify the Underwriter immediatelyRepresentatives promptly, and confirm the notice in writing, (i) if when any post-effective amendment to the Registration Statement shall have become effective, been filed or been declared effective or any amendment or supplement to the Prospectus, any Issuer Free Writing Prospectus or any amended Prospectus Written Testing-the-Waters Communications shall have been filedfiled or distributed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, including, but not limited to, any request for information concerning any Testing-the-Waters Communication, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus/statement, the Prospectus or any Written Testing-the-Waters Communications, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposespurposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement, and (v) of the issuance occurrence of any event or development at any time when a prospectus relating to the Securities is (or, but for the exception afforded by Rule 172 of the 1933 Act Regulations (“Rule 172”), would be) required by the Commission of an order of suspension or revocation 1933 Act to be delivered in connection with sales of the notification on Form N-8A Securities (the “Prospectus Delivery Period”) as a result of registration which the Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the Fund as an investment company circumstances existing when the Prospectus, the General Disclosure Package, any such Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; and (vi) if the Company becomes the subject of a proceeding under Section 8A of the Investment Company 1933 Act or in connection with the initiation offering of any proceeding for that purposethe Securities. The Fund Company will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of suspension or revocation described in subsection (v) hereunder and, if any such stop order or order of suspension or revocation is issued, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect the all filings necessary pursuant to required under Rule 497(c424(b), in the manner and within the time period required by Rule 497(j424(b) or (without reliance on Rule 497(h) 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the certificate form of prospectus transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate prospectus. The Company will use commercially reasonable efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or prospectus and statement suspending the use of additional informationany preliminary prospectus, the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Securities and, if any such order is issued, will use commercially reasonable efforts to obtain as soon as possible the withdrawal thereof.

Compliance with Securities Regulations and Commission Requests. The FundPrior to the end of the period during which the Prospectus is required (or, but for the provisions of Rule 172, would be required) to be delivered by applicable law (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise), the Company, subject to Section 3(b), will comply with the requirements of Rule 430A or 430B and Rule 434, as applicable, 433 and will notify the Underwriter Underwriters immediately, and confirm the notice in writing, (i) if when the Initial Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment to the Registration Statement shall have be declared or become effective, or when any supplement to preliminary prospectus, the Prospectus or any amended Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or any amendment or supplement to any of the foregoing shall have been filedfiled or distributed, (ii) of the receipt of any comments from the CommissionCommission (and shall promptly furnish the Underwriters with a copy of any comment letters and any written responses thereto), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus or any Issuer Free Writing Prospectus or for additional informationinformation including, but not limited to, any request for information concerning any Testing-the-Waters Communication, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, the Prospectus or any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or any amendment or supplement to any of the foregoing or any notice from the Commission objecting to the use of the form of the Registration Statement or any post effective amendment thereto, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdictionjurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the issuance by 1933 Act in connection with the Commission of an order of suspension or revocation offering of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeSecurities. The Fund Company will make every use commercially reasonable effort efforts to prevent the issuance of any such stop order described in subsection (iv) hereunder or and the occurrence of any order of such suspension or revocation described in subsection (v) hereunder andloss of any qualification of the Securities for offering or sale and any such loss or suspension of any exemption from any such qualification, and if any such stop order or order of suspension or revocation is issued, or any such suspension or loss occurs, to obtain as soon as possible the lifting thereof at the earliest possible moment. The Fund will promptly effect the filings necessary pursuant to Rule 497(c), Rule 497(j) or Rule 497(h) and will take such steps as it deems necessary to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional informationthereof.

Compliance with Securities Regulations and Commission Requests. The FundCompany, subject to Section 3(b), will comply with the requirements of Rule 430A or 430B and Rule 434, as applicable, 433 and will notify the Underwriter Representative immediately, and confirm the notice in writing, (i) if when the Registration Statement or any post-effective amendment to the Registration Statement shall have become effective, or when any supplement to preliminary prospectus, the Prospectus or any amended Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing shall have been filed, (ii) of the receipt of any comments from the CommissionCommission (and shall promptly furnish the Representative with a copy of any comment letters and any transcript of oral comments, and shall furnish the Representative with copies of any written responses thereto a reasonable amount of time prior to the proposed filing thereof with the Commission and will not file any such response to which the Representative or counsel for the Underwriters shall reasonably object), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus or any Issuer Free Writing Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing or any notice from the Commission objecting to the use of the form of the Registration Statement or any post-effective amendment thereto, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdictionjurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the issuance by 1933 Act in connection with the Commission of an order of suspension or revocation offering of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeSecurities. The Fund Company will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of and the suspension or revocation described in subsection (v) hereunder andloss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or order of any such suspension or revocation is issuedloss occurs, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect Company shall pay the filings necessary pursuant required Commission filing fees relating to the Securities within the time required by Rule 497(c), Rule 497(j456(b)(1)(i) or Rule 497(hof the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and will take 457(r) of the 1933 Act Regulations, except to the extent such steps as it deems necessary filing fees have been paid prior to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional informationdate hereof.

Compliance with Securities Regulations and Commission Requests. The FundCompany, subject to Section 3(b)) and 3(c) hereof, will comply with the requirements of Rule 430A or Rule 434, as applicable430B, and will notify the Underwriter immediatelyAgents and the Forward Purchasers as soon as reasonably practicable, and confirm the notice in writingwriting (which may be by telecopy or email), (i) if when any post-effective amendment to the Registration Statement shall have become effective, or any new registration statement relating to the Shares shall become effective or any amendment or supplement to the Prospectus or any amended Prospectus shall have been filedfiled (other than an amendment or supplement providing solely for the determination of the terms of an offering of securities, unless related to an offering of Shares, as to which the Company will only be obligated to notify the applicable Agent(s) and any applicable Forward Purchaser(s) participating in such offering of Shares), (ii) of the receipt of any comments from the CommissionCommission related to the Registration Statement, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, including any document incorporated by reference therein, or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any notice of objection from the Commission relating to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) or of the issuance of any order from the Commission preventing or suspending the use of any preliminary prospectus/statementprospectus or the Prospectus or any amendment or supplement thereto, or of the suspension of the qualification of the any Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the issuance 1933 Act in connection with any offering of Shares. In connection with a Terms Agreement, if required, the Company will prepare and file with the Commission, subject to Section 3(c) hereof, a pricing supplement with respect to the offer and sale of Shares covered by the Commission of an order of suspension or revocation of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposesuch Terms Agreement. The Fund Company will make every effect all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)). The Company will use its commercially reasonable effort efforts to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of suspension or revocation described in subsection (v) hereunder and, if any such stop order or order of suspension or revocation is issued, to obtain the lifting thereof at as soon as reasonably practicable. In the earliest possible momentevent of any issuance of a notice of objection by the Commission, the Company shall make all commercially reasonable efforts to permit offers and sales of Shares by or through the Agents, including, without limitation, amending the Registration Statement or filing a new shelf registration statement relating thereto. The Fund will promptly effect Company shall pay the filings necessary pursuant required Commission filing fees relating to Rule 497(c), Rule 497(j) or Rule 497(h) and will take such steps as it deems necessary the Shares prior to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) time the initial Prospectus Supplement is filed with the Commission or the form time any subsequent Prospectus Supplement that increases gross offering price or number of prospectus Shares that may offered and statement of additional information transmitted for filing sold under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, this Agreement from that referenced in the event that it was not, it will promptly file such certificate or prospectus and statement of additional informationimmediately preceding Prospectus Supplement filed with the Commission.

Compliance with Securities Regulations and Commission Requests. The FundCompany, subject to Section 3(b), will comply with the requirements of Rule 430A or 430B and Rule 434, as applicable, 433 and will notify the Underwriter Representative immediately, and confirm the notice in writing, (i) if when any post-effective amendment to the Registration Statement shall have be declared or become effective, or when any supplement to preliminary prospectus, the Prospectus or any amended Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing shall have been filed, (ii) of the receipt of any comments from the CommissionCommission (and shall promptly furnish the Representative with a copy of any comment letters and any transcript of oral comments, and shall furnish the Representative with copies of any written responses thereto a reasonable amount of time prior to the proposed filing thereof with the Commission and will not file any such response to which the Representative or counsel for the Underwriters shall reasonably object), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, any document incorporated or deemed to be incorporated by reference therein or any Issuer Free Writing Prospectus or for additional information, information and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing, or any notice from the Commission objecting to the use of the form of the Registration Statement or any post-effective amendment thereto, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdictionjurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the issuance by 1933 Act in connection with the Commission of an order of suspension or revocation offering of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Securities.. The Company Act or the initiation of any proceeding for that purpose. The Fund will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of and the suspension or revocation described in subsection (v) hereunder andloss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or order of any such suspension or revocation is issuedloss occurs, to obtain the lifting thereof at the earliest possible momentas soon as practicable. The Fund will promptly effect Company shall pay the filings necessary pursuant required Commission filing fees relating to the Securities within the time required by Rule 497(c), Rule 497(j456(b)(1)(i) or Rule 497(hof the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and will take 457(r) of the 1993 Act Regulations, except to the extent such steps as it deems necessary filing fees have been paid prior to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional informationdate hereof.

Compliance with Securities Regulations and Commission Requests. The FundCompany, subject to Section 3(b)) hereof, will comply with the requirements of Rule 430A or 430B and Rule 434, as applicable, 433 and will notify the Underwriter Representative immediately, and confirm the notice in writing, (i) if when the Initial Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment to the Registration Statement shall have be declared or become effective, or when any supplement to preliminary prospectus, the Prospectus or any amended Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing shall have been filed, (ii) of the receipt of any comments from the CommissionCommission (and shall promptly furnish the Representative with a copy of any comment letters and any transcript of oral comments, and shall furnish the Representative with copies of any written responses thereto a reasonable amount of time prior to the proposed filing thereof with the Commission and will not file any such response to which the Representative or counsel for the Underwriters shall object), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, any document incorporated or deemed to be incorporated by reference therein or any Issuer Free Writing Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, and (v) of the issuance by the Commission of an order of suspension or revocation of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeforegoing. The Fund Company will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of and the suspension or revocation described in subsection (v) hereunder andloss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or order of any such suspension or revocation is issuedloss occurs, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect the filings necessary pursuant to Rule 497(c), Rule 497(j) or Rule 497(h) and will take such steps as it deems necessary to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional information.

Compliance with Securities Regulations and Commission Requests. The FundCompany, subject to Section 3(b), will comply with the requirements of Rule 430A or and Rule 434, as applicable, 433 and will notify the Underwriter Representatives immediately, and confirm the notice in writing, (i) if when the Initial Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment to the Registration Statement shall have be declared or become effective, or when any supplement to preliminary prospectus, the Prospectus or any amended Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing shall have been filed, (ii) of the receipt of any comments from the CommissionCommission with respect to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or any amendments or supplements to any of the foregoing (and shall promptly furnish or make available to the Representatives a copy of any comment letters and any transcript of oral comments, and shall furnish or make available to the Representatives copies of any written responses thereto a reasonable amount of time prior to the proposed filing thereof with the Commission and will not file any such response to which the Representatives or counsel for the Underwriters shall reasonably object by written notice to the Company), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Writing or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, the Prospectus, any Issuer Free Writing Prospectus, any Testing-the-Waters Writing or any amendment or supplement to any of the foregoing, or any notice from the Commission objecting to the use of the form of the Registration Statement or any post-effective amendment thereto, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdictionjurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the issuance by 1933 Act in connection with the Commission of an order of suspension or revocation offering of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeSecurities. The Fund Company will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of and the suspension or revocation described in subsection (v) hereunder andloss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or order of any such suspension or revocation is issuedloss occurs, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect the filings necessary pursuant to Rule 497(c), Rule 497(j) or Rule 497(h) and will take such steps as it deems necessary to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional information.

Compliance with Securities Regulations and Commission Requests. The FundCompany, subject to Section 3(b), will comply with the requirements of Rule 430A or 430B and Rule 434, as applicable, 433 and will promptly notify the Underwriter immediately, and confirm the notice Representatives in writing, (i) if when any Rule 462(b) Registration Statement or any post-effective amendment to the Registration Statement shall have be declared or become effective, or when any supplement to preliminary prospectus, the Prospectus or any amended Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing shall have been filed, (ii) of the receipt of any comments from the CommissionCommission (and shall promptly furnish the Representatives with a copy of any comment letters and any transcript of oral comments, and shall furnish the Representatives with copies of any written responses thereto a reasonable amount of time prior to the proposed filing thereof with the Commission and will not file any such response to which the Representatives or counsel for the Underwriters shall object), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, any document incorporated or deemed to be incorporated by reference therein or any Issuer Free Writing Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, and (v) of the issuance by the Commission of an order of suspension or revocation of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeforegoing. The Fund Company will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of and the suspension or revocation described in subsection (v) hereunder andloss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or order of any such suspension or revocation is issuedloss occurs, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect the filings necessary pursuant to Rule 497(c), Rule 497(j) or Rule 497(h) and will take such steps as it deems necessary to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional information.

Compliance with Securities Regulations and Commission Requests. The FundCompany, subject to Section 3(b)) hereof, will comply with the requirements of Rule 430A or and Rule 434, as applicable, 433 and will notify the Underwriter Representatives immediately, and confirm the notice in writing, (i) if when the Initial Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment to the Registration Statement shall have be declared or become effective, or when any supplement to preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or any amended Prospectus Written Testing-the-Waters Communication or any amendment or supplement to any of the foregoing shall have been filedfiled or distributed, (ii) of the receipt of any comments from the CommissionCommission (and shall promptly furnish the Representatives with a copy of any comment letters and any transcript of oral comments, and shall furnish the Representatives with copies of any written responses thereto a reasonable amount of time prior to the proposed filing thereof with the Commission and will not file any such response to which the Representatives or counsel for the Underwriters shall object), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, or any document incorporated by reference therein, or any Issuer Free Writing Prospectus or for additional informationinformation including, but not limited to, any request for information concerning any Testing-the-Waters Communication, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, the Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the Waters Communication or any amendment or supplement to any of the foregoing, or any notice from the Commission objecting to the use of the form of the Registration Statement or any post-effective amendment thereto, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdictionjurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the issuance by 1933 Act in connection with the Commission of an order of suspension or revocation offering of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeSecurities. The Fund Company will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of and the suspension or revocation described in subsection (v) hereunder andloss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or order of any such suspension or revocation is issuedloss occurs, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect the filings necessary pursuant to Rule 497(c), Rule 497(j) or Rule 497(h) and will take such steps as it deems necessary to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional information.

Compliance with Securities Regulations and Commission Requests. The FundCompany, subject to Section 3(b), will comply with the requirements of Rule 430A or and Rule 434, as applicable, 433 and will promptly notify the Underwriter immediatelyRepresentatives, and confirm the notice in writing, (i) if when the Initial Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment to the Registration Statement shall have become effective, or when any supplement to preliminary prospectus, the Prospectus or any amended Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing shall have been filed, (ii) of the receipt of any comments from the Commission relating to the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment to the Registration Statement (and shall promptly furnish the Representatives with a copy of any comment letters or provide an oral summary of any oral comments received, and furnish any written responses thereto a reasonable amount of time prior to the proposed filing thereof with the Commission, and will not file or use any such response to which the Representatives or counsel for the Underwriters shall object), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus or any Issuer Free Writing Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdictionjurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the issuance by 1933 Act in connection with the Commission of an order of suspension or revocation offering of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeSecurities. The Fund Company will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of and the suspension or revocation described in subsection (v) hereunder andloss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or order of any such suspension or revocation is issuedloss occurs, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect the filings necessary pursuant to Rule 497(c), Rule 497(j) or Rule 497(h) and will take such steps as it deems necessary to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional information.

Compliance with Securities Regulations and Commission Requests. The FundFor a period of one year from the date hereof, the Trust, subject to Section 3(b3(a)(ii), will comply with the requirements of Rule 430A or Rule 434, as applicable, and will notify the Underwriter Representative immediately, and confirm the notice in writing, (i) if when any post-effective amendment to the Registration Statement shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, or of the suspension of the qualification of the Shares AMPS for offering or sale in any jurisdiction, or of the initiation or or, to the knowledge of the Trust, threatening of any proceedings for any of such purposespurposes or of any examination pursuant to Section 8(e) of the 1933 Act in connection with the offering of the AMPS, and (v) if the Trust becomes the subject of a proceeding under Section 8A of the issuance by 1933 Act in connection with the Commission of an order of suspension or revocation offering of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeAMPS. The Fund will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of suspension or revocation described in subsection (v) hereunder and, if any such stop order or order of suspension or revocation is issued, to obtain the lifting thereof at the earliest possible moment. The Fund Trust will promptly effect the filings necessary pursuant to Rule 497(c), Rule 497(j) or Rule 497(h) 497 and will take such steps as it deems necessary to ascertain promptly whether the certificate form of prospectus transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) 497 was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate prospectus. The Trust will make every reasonable effort to prevent the issuance of any stop order, or prospectus and statement order of additional informationsuspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and, if any such stop order or order of suspension or revocation of registration is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The FundCompany, subject to Section 3(b), will comply with the requirements of Rule 430A or and Rule 434, as applicable, 433 and will notify the Underwriter Representatives immediately, and confirm the notice in writing, (i) if when the Initial Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment to the Registration Statement shall have become effective, or when the Statutory Prospectus, any supplement to other preliminary prospectus, the Prospectus or any amended Issuer Free Writing Prospectus or any amendment or supplement thereto shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Statutory Prospectus, any other preliminary prospectus, the Prospectus or any Issuer Free Writing Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the Statutory Prospectus, any other of any preliminary prospectus/statement, the Prospectus or any Issuer Free Writing Prospectus, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the issuance by 1933 Act in connection with the Commission of an order of suspension or revocation offering of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeSecurities. The Fund Company will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order the suspension of suspension qualification of the Securities for offering or revocation described in subsection (v) hereunder sale and, if any such stop order is issued or order suspension of suspension qualification of the Securities for offering or revocation is issuedsale occurs, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect the filings necessary pursuant to Rule 497(c), Rule 497(j) or Rule 497(h) and will take such steps as it deems necessary to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional information.

Compliance with Securities Regulations and Commission Requests. The FundCompany, subject to Section 3(b), will comply with the requirements of Rule 430A or Rule 434, as applicable, and the PREP Procedures; and will notify the Underwriter immediatelyUnderwriters promptly, and confirm the notice in writing, (i) if when any post-effective amendment to the Registration Statement shall have been filed with the Commission or shall have become effective, or and when any supplement to the U.S. Prospectus or the Canadian Prospectus or any amended U.S. Prospectus or Canadian Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, the Reviewing Authority or any Qualifying Authority, (iii) of any request by the Commission for any amendment to amend the Registration Statement or any amendment to amend or supplement the U.S. Prospectus or for additional information or of any request by the Reviewing Authority to amend or supplement the Base PREP Prospectus or the Canadian Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdiction, or of the initiation or institution or, to the knowledge of the Company, threatening of any proceedings for any of such purposespurpose, and (v) of the issuance by the Commission Reviewing Authority, any Qualifying Authority or any stock exchange of an any order having the effect of suspension ceasing or revocation suspending the distribution of the notification on Form N-8A of registration Securities or the trading in the securities of the Fund as an investment company under Company, or of the Investment Company Act or institution or, to the initiation knowledge of the Company, threatening of any proceeding proceedings for that any such purpose. The Fund will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of suspension or revocation described in subsection (v) hereunder and, if any such stop order or order of suspension or revocation is issued, to obtain the lifting thereof at the earliest possible moment. The Fund Company will promptly effect the filings necessary pursuant to Rule 497(c424(b) (without reliance on Rule 424(b)(8), Rule 497(j) or Rule 497(h) and will take such steps as it deems necessary to ascertain promptly whether the certificate form of prospectus transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate prospectus. The Company will use every reasonable effort to prevent the issuance of any such stop order or prospectus and statement of additional informationany order preventing or suspending such use or such order ceasing or suspending the distribution of the Securities or the trading in the Securities of the Company and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Compliance with Securities Regulations and Commission Requests. The FundTriangle Entities, subject to Section 3(b3(a)(ii), will comply with the requirements of the 1933 Act, including Rule 430A or Rule 434, as applicable430C thereunder, and will notify the Underwriter Underwriters immediately, and confirm the notice in writing, (i) if when any post-effective amendment to the Registration Statement shall have become effective, or the Prospectus, any amendment or supplement thereto, or any amendment or supplement to the Prospectus or any amended Preliminary Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus or the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statementthe Preliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, purposes and (v) if either Triangle Entity becomes the subject of a proceeding under Section 8A of the issuance by 1933 Act in connection with the Commission of an order of suspension or revocation offering of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeSecurities. The Fund will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of suspension or revocation described in subsection (v) hereunder and, if any such stop order or order of suspension or revocation is issued, to obtain the lifting thereof at the earliest possible moment. The Fund Company will promptly effect the filings necessary pursuant to required by Rule 497(c), Rule 497(j) or Rule 497(h) 497 and will take such steps as it deems they deem necessary to ascertain promptly whether the certificate form of prospectus transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) 497 was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate prospectus. The Triangle Entities will make every reasonable effort to prevent the issuance of any stop order, or prospectus and statement order of additional informationsuspension or revocation of registration, and, if any such stop order or order of suspension or revocation of registration is issued, to obtain the lifting or withdrawal thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Fund, subject to Section 3(b3(a)(ii), will comply with the requirements of Rule 430A or Rule 434, as applicable, and will notify the Underwriter Representative immediately, and confirm the notice in writing, (i) if when any post-effective amendment to the Registration Statement shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, information and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, and (v) of the issuance by the Commission of an order of suspension or revocation of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purpose. The Fund will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of suspension or revocation described in subsection (v) hereunder and, if any such stop order or order of suspension or revocation is issued, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect the filings necessary pursuant to Rule 497(c), Rule 497(j) or Rule 497(h) 497 and will take such steps as it deems necessary to ascertain promptly whether the certificate form of prospectus transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) 497 was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate prospectus. The Fund will make every reasonable effort to prevent the issuance of any stop order, or prospectus and statement order of additional informationsuspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and, if any such stop order or order of suspension or revocation of registration is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The FundCompany, subject to Section 3(b), will comply with the requirements of Rule 430A or 430B and Rule 434, as applicable, 433 and will notify the Underwriter Representatives immediately, and confirm the notice in writing, (i) if when the Registration Statement or any post-effective amendment to the Registration Statement shall have be declared or become effective, or when any supplement to preliminary prospectus, the Prospectus or any amended Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing shall have been filed, (ii) of the receipt of any comments from the CommissionCommission (and shall promptly furnish the Representatives with a copy of any comment letters and any transcript of oral comments, and shall furnish the Representatives with copies of any written responses thereto a reasonable amount of time prior to the proposed filing thereof with the Commission and will not file any such response to which the Representatives or counsel for the Underwriters shall object), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, any document incorporated or deemed to be incorporated by reference therein or any Issuer Free Writing Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing, or any notice from the Commission objecting to the use of the form of the Registration Statement or any post-effective amendment thereto, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdictionjurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the issuance by 1933 Act in connection with the Commission of an order of suspension or revocation offering of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeSecurities. The Fund Company will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of and the suspension or revocation described in subsection (v) hereunder andloss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or order of any such suspension or revocation is issuedloss occurs, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect Company shall pay the filings necessary pursuant required Commission filing fees relating to the Securities within the time period required by Rule 497(c), Rule 497(j456(b)(1)(i) or Rule 497(hof the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and will take 457(r) of the 1993 Act Regulations, except to the extent such steps as it deems necessary filing fees have been paid prior to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional informationdate hereof.

Compliance with Securities Regulations and Commission Requests. The FundCompany will use its best efforts to cause the Registration Statement to be declared effective as soon as practicable. The Company, subject to Section 3(b)) and 3(c) hereof, will comply with the requirements of Rule 430A or Rule 434, as applicable430B, and will promptly notify the Underwriter immediatelyAgents, and confirm the notice in writing, (i) if when the Registration Statement initially becomes effective, (ii) when any subsequent or post-effective amendment to the Registration Statement shall have become effective, or any new registration statement relating to the Shares has been filed and/or has become effective or any amendment or supplement to the Prospectus or any amended Prospectus shall have been filedfiled (other than an amendment or supplement providing solely for the determination of the terms of an offering of securities unless related to an offering of Shares, as to which the Company will only be obligated to notify the applicable Agent), (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, including any document incorporated by reference therein, or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any notice of objection to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(1) or of the issuance of any order preventing or suspending the use of any preliminary prospectus/statementprospectus or the Prospectus or any amendment or supplement thereto, or of the suspension of the qualification of the any Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the issuance 1933 Act in connection with any offering of Shares. In connection with a Terms Agreement, the Company will prepare and file with the Commission, subject to Section 3(c) hereof, a pricing supplement with respect to the offer and sale of Shares covered by the Commission of an order of suspension or revocation of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposesuch Terms Agreement. The Fund Company will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of suspension or revocation described in subsection (v) hereunder and, if any such stop order or order of suspension or revocation is issued, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect the all filings necessary pursuant to required under Rule 497(c424(b), in the manner and within the time period required by Rule 497(j424(b) or (without reliance on Rule 497(h) 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the certificate form of prospectus transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate prospectus. The Company will make every reasonable effort to prevent the issuance of any stop, prevention or prospectus suspension order and, if any such order is issued, to obtain the lifting thereof as soon as practicable. In the event of any issuance of a notice of objection, by the Commission, the Company shall take all necessary action to permit offers and sales of Shares by or through the Agents, including, without limitation, amending the Registration Statement or filing a new shelf registration statement relating thereto. The Company shall pay the required Commission filing fees relating to the Shares prior to the time the initial Prospectus Supplement is filed with the Commission or the time any subsequent Prospectus Supplement that increases gross offering price or number of additional informationShares that may offered and sold under this Agreement from that referenced in the immediately preceding Prospectus Supplement filed with the Commission.

Compliance with Securities Regulations and Commission Requests. The Fund-------------------------------------------------------------- Company, subject to Section 3(b3(b)(ii), will comply with the requirements of Rule 430A or Rule 434, as applicable, and will notify the Underwriter Representatives immediately, and confirm the notice in writing, (i) if when any post-effective amendment to the Company Registration Statement or the ADR Registration Statement shall have become effective, or any supplement to the Company Prospectus or the ADR Prospectus or any amended Company Prospectus or ADR Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Company Registration Statement or the ADR Registration Statement or any amendment or supplement to the Company Prospectus or ADR Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Company Registration Statement or the ADR Registration Statement or of any order preventing or suspending the use of any Company preliminary prospectus/statement, or of the suspension of the qualification of the Shares Company Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, and (v) of the issuance by the Commission of an order of suspension or revocation of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purpose. The Fund will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of suspension or revocation described in subsection (v) hereunder and, if any such stop order or order of suspension or revocation is issued, to obtain the lifting thereof at the earliest possible moment. The Fund Company will promptly effect the filings necessary pursuant to Rule 497(c), Rule 497(j) or Rule 497(h424(b) and will take such steps as it deems necessary to ascertain promptly whether the certificate form of prospectus transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement prospectus. The Company will make every reasonable effort to prevent the issuance of additional informationany stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The FundPrior to the end of the period during which the Prospectus is required (or, but for the provisions of Rule 172, would be required) to be delivered by applicable law (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise), the Company, subject to Section 3(b), will comply with the requirements of Rule 430A or 430B and Rule 434, as applicable, 433 and will notify the Underwriter Representative immediately, and confirm the notice in writing, (i) if when the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment to the Registration Statement shall have be declared or become effective, or when any supplement to preliminary prospectus, the Prospectus or any amended Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or any amendment or supplement to any of the foregoing shall have been filedfiled or distributed, (ii) of the receipt of any comments from the CommissionCommission (and shall promptly furnish the Representative with a copy of any comment letters and any written responses thereto), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus or any Issuer Free Writing Prospectus or for additional informationinformation including, but not limited to, any request for information concerning any Testing-the-Waters Communication, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, the Prospectus or any Issuer Free Writing Prospectus or any Testing-the-Waters Communication or any amendment or supplement to any of the foregoing or any notice from the Commission objecting to the use of the form of the Registration Statement or any post effective amendment thereto, or of the suspension of the qualification of the Shares Notes for offering or sale in any jurisdictionjurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the issuance by 1933 Act in connection with the Commission of an order of suspension or revocation offering of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeNotes. The Fund Company will make every use commercially reasonable effort efforts to prevent the issuance of any such stop order described in subsection (iv) hereunder or and the occurrence of any order of such suspension or revocation described in subsection (v) hereunder andloss of any qualification of the Notes for offering or sale and any such loss or suspension of any exemption from any such qualification, and if any such stop order or order of suspension or revocation is issued, or any such suspension or loss occurs, to obtain as soon as possible the lifting thereof at the earliest possible moment. The Fund will promptly effect the filings necessary pursuant to Rule 497(c), Rule 497(j) or Rule 497(h) and will take such steps as it deems necessary to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional informationthereof.

Compliance with Securities Regulations and Commission Requests. The FundFor a period of one year from the date hereof, the Trust, subject to Section 3(b3(a)(ii), will comply with the requirements of Rule 430A or Rule 434, as applicable, and will notify the Underwriter Representatives immediately, and confirm the notice in writing, (i) if when any post-effective amendment to the Registration Statement shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdiction, or of the initiation or or, to the knowledge of the Trust, threatening of any proceedings for any of such purposes, purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Trust becomes the subject of a proceeding under Section 8A of the issuance by 1933 Act in connection with the Commission of an order of suspension or revocation offering of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeSecurities. The Fund will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of suspension or revocation described in subsection (v) hereunder and, if any such stop order or order of suspension or revocation is issued, to obtain the lifting thereof at the earliest possible moment. The Fund Trust will promptly effect the filings necessary pursuant to Rule 497(c), Rule 497(j) or Rule 497(h) 497 and will take such steps as it deems necessary to ascertain promptly whether the certificate form of prospectus transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) 497 was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate prospectus. The Trust will make every reasonable effort to prevent the issuance of any stop order, or prospectus and statement order of additional informationsuspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and, if any such stop order or order of suspension or revocation of registration is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The Fund, subject to Section 3(b6(a)(ii), will comply with the requirements of Rule 430A or Rule 434, as applicable, and will notify the Underwriter Claymore immediately, and confirm the notice in writing, (iA) if when any post-effective amendment to the Registration Statement shall have become effective, or any supplement to the Prospectus prospectus or any amended Prospectus prospectus shall have been filed, (iiB) of the receipt of any comments from the CommissionSEC, (iiiC) of any request by the Commission SEC for any amendment to the Registration Statement or any amendment or supplement to the Prospectus prospectus or for additional information, information and (ivD) of the issuance by the Commission SEC of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, or of the suspension of the qualification of the Common Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, . The Fund will promptly effect the filings necessary pursuant to Rule 497 and (v) will take such steps as it deems necessary to ascertain promptly whether the form of the issuance prospectus transmitted for filing under Rule 497 was received for filing by the Commission of an order of suspension or revocation of SEC and, in the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for event that purposeit was not, it will promptly file such prospectus. The Fund will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder order, or any order of suspension or revocation described in subsection (vof registration pursuant to Section 8(e) hereunder of 1940 Act and, if any such stop order or order of suspension or revocation of registration is issued, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect the filings necessary pursuant to Rule 497(c), Rule 497(j) or Rule 497(h) and will take such steps as it deems necessary to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional information.

Compliance with Securities Regulations and Commission Requests. The FundCompany, subject to Section 3(b)) and 3(c) hereof, will comply with the requirements of Rule 430A or Rule 434, as applicable, and will notify the Underwriter Agents immediately, and confirm the notice in writing, (i) if when (x) any post-effective amendment to the Registration Statement or any new registration statement relating to the Shares shall have become effectiveeffective (other than a periodic filing that constitutes a post-effective amendment to the Registration Statement pursuant to Section 10(a)(3) of the 1933 Act), (y) a receipt has been issued by the Reviewing Authority evidencing that a receipt has been issued on behalf of itself and the other Canadian Qualifying Authorities for any new Canadian base shelf prospectus relating to the Shares, or (z) any amendment or supplement to the Prospectus or any amended Prospectus Prospectuses shall have been filedfiled (other than an amendment or supplement providing solely for the determination of the terms of an offering of securities unless related to an offering of Shares, as to which the Company will only be obligated to notify the applicable Agents), (ii) of the receipt of any comments from the CommissionCommission or any Canadian Qualifying Authority, (iii) of any request by the Commission or any Canadian Qualifying Authority for any amendment to the Registration Statement or Canadian Base Prospectus, as applicable, or any amendment or supplement to the Prospectus Prospectuses, including any document incorporated by reference therein, or for additional information, (iv) of the issuance by the Commission or any Canadian Qualifying Authority, as applicable, of any stop order suspending the effectiveness of the Canadian Base Prospectus, the Registration Statement or any post-effective amendment thereto or any notice of objection from the Commission to the use of the Registration Statement or any post-effective amendment thereto or of the issuance of any order preventing or suspending the use of the Prospectuses or any preliminary prospectus/statementamendment or supplement thereto, or of the suspension of the qualification of the any Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement or otherwise pursuant to Canadian Securities Laws and (v) if the Company becomes the subject of a proceeding under Section 8A of the issuance by 1933 Act in connection with any offering of Shares. The Company will effect all amendments or supplements to the U.S. Prospectus required pursuant to General Instruction II.L of Form F-10 under the 1933 Act with the Commission of an order of suspension and all amendments or revocation of supplements to the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purpose. The Fund will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of suspension or revocation described in subsection (v) hereunder and, if any such stop order or order of suspension or revocation is issued, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect the filings necessary Canadian Prospectus required pursuant to Rule 497(c)NI 44-101 and NI 44-102 with the Canadian Qualifying Authorities, Rule 497(j) or Rule 497(h) and will take such steps as it deems necessary to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) such amendment or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) supplement was received for filing by the Commission or the Canadian Qualifying Authorities, as applicable, and, in the event that it was not, it will promptly file such certificate amendment or supplement. The Company will make every reasonable effort to prevent the issuance of any stop, prevention or suspension order and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment. In the event of any issuance of a notice of objection by the Commission or the Canadian Qualifying Authorities, the Company shall use its commercially reasonable efforts to permit offers and sales of Shares through the Agents, including, without limitation, amending the Registration Statement and Canadian Base Prospectus or filing a new registration statement and Canadian base prospectus relating thereto. The Company shall pay the required Commission and statement Canadian Qualifying Authority filing fees relating to the Shares prior to the time the initial Prospectus Supplements are filed with the Commission and the Canadian Qualifying Authorities or the time any subsequent prospectus supplements that increase gross offering price or number of additional informationShares that may be offered and sold under this Agreement from that referenced in the immediately preceding prospectus supplements filed with the Commission and the Canadian Qualifying Authorities.

Compliance with Securities Regulations and Commission Requests. The FundCompany, subject to Section Sections 3(b) and 3(c), will comply in accordance with the requirements of Rule 430A or Rule 434430B, as applicable, and will notify the Underwriter immediatelyAgents, the Forward Sellers and the Forward Purchasers promptly, and confirm the notice in writing, (i) if when any post-effective amendment to the Registration Statement shall have become effective, or any new registration statement relating to the Shares shall become effective or any amendment or supplement to the Prospectus or any amended Prospectus relating to the Shares shall have been filedfiled (other than (x) an amendment or supplement providing solely for the determination of the terms of an offering of securities unless related to an offering of Shares, as to which the Company will only be obligated to notify the applicable Agents, Forward Sellers and Forward Purchasers or (y) documents incorporated by reference into the Registration Statement or the Prospectus), (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus Prospectus, including any document incorporated by reference therein, or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any notice of objection to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) or of the issuance of any order preventing or suspending the use of any preliminary prospectus/statementPreliminary Prospectus or the Prospectus or any amendment or supplement thereto, or of the suspension of the qualification of the any Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, purposes or of any examination pursuant to Sections 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the issuance 1933 Act in connection with any offering of Shares. In connection with a Terms Agreement, the Company will prepare and file with the Commission, subject to Section 3(c) hereof, a pricing supplement with respect to the offer and sale of Shares covered by the Commission of an order of suspension or revocation of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposesuch Terms Agreement. The Fund Company will effect all filings required under Rule 424(b) in connection with the Shares, in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)). The Company will make every reasonable effort to prevent the issuance of any stop stop, prevention or suspension order described in subsection (iv) hereunder or any order of suspension or revocation described in subsection (v) hereunder by the Commission and, if any such stop order or order of suspension or revocation is issued, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect In the filings event of any issuance of a notice of objection by the Commission, the Company shall take all necessary pursuant action to Rule 497(c)permit offers and sales of Shares by or through the Agents, Rule 497(j) or Rule 497(h) and will take such steps as it deems necessary to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) Forward Sellers or the form of prospectus and Forward Purchasers including, without limitation, amending the Registration Statement or filing a new shelf registration statement of additional information transmitted for relating thereto. The Company shall pay the required Commission filing under Rule 497(c) or Rule 497(h) was received for filing by fees relating to the Shares prior to the time the initial Prospectus Supplement is filed with the Commission and, or the time any subsequent Prospectus Supplement that increases the Authorized Aggregate Gross Sales Price or the number of Shares that may be offered and sold under this Agreement from that referenced in the event that it was not, it will promptly file such certificate or prospectus and statement of additional informationimmediately preceding Prospectus Supplement is filed with the Commission.

Compliance with Securities Regulations and Commission Requests. The FundDuring the period in which a prospectus is (or, but for the exception afforded by Rule 172 of the 1933 Act Regulations (“Rule 172”), would be) required by the 1933 Act to be delivered in connection with any offer or sale of Shares, the Company, subject to Section 3(b)4(b) and 4(c) hereof, will comply with the requirements of Rule 430A or Rule 434, as applicable430B, and will notify the Underwriter immediatelyAgents promptly, and confirm the notice in writing, (i) if when any post-effective amendment to the Registration Statement shall have become has been filed or becomes effective, or ; (ii) when any supplement to the Prospectus or any amended Issuer Free Writing Prospectus shall have or any amendment to the Prospectus has been filed, (ii) of the receipt of any comments from the Commission, ; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information, ; (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, or of the General Disclosure Package or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the 1933 Act; (v) of the occurrence of any event as a result of which the Prospectus, the General Disclosure Package or any Issuer Free Writing Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, the General Disclosure Package or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading; and (vi) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Shares for offering or offer and sale in any jurisdiction, jurisdiction or of the initiation or threatening of any proceedings for any of such purposes, and (v) of the issuance by the Commission of an order of suspension or revocation of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that such purpose. The Fund In connection with a Terms Agreement, the Company will make every reasonable effort prepare and file with the Commission, subject to prevent Section 4(c) hereof, a pricing supplement with respect to the issuance offer and sale of any stop order described in subsection (iv) hereunder or any order of suspension or revocation described in subsection (v) hereunder and, if any Shares covered by such stop order or order of suspension or revocation is issued, to obtain the lifting thereof at the earliest possible momentTerms Agreement. The Fund Company will promptly effect the all filings necessary pursuant to required under Rule 497(c424(b), in the manner and within the time period required by Rule 497(j424(b) or (without reliance on Rule 497(h) 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the certificate form of prospectus transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate prospectus. During the period in which a prospectus is (or, but for the exception afforded by Rule 172, would be) required by the 1933 Act to be delivered in connection with any offer or prospectus sale of Shares, the Company will use its best efforts to prevent the issuance of any stop, prevention or suspension order and, if any such order is issued, to obtain the lifting thereof as soon as possible, and, in the event of any issuance of a notice of objection during such period, by the Commission, the Company shall take all necessary action to permit offers and sales of Shares by or through the Agents, including, without limitation, amending the Registration Statement or filing a new shelf registration statement relating thereto. The Company shall pay the required Commission filing fees relating to the Shares prior to the time the initial Prospectus Supplement is filed with the Commission or the time any subsequent Prospectus Supplement that increases gross offering price or number of additional informationShares that may offered and sold under this Agreement from that referenced in the immediately preceding Prospectus Supplement filed with the Commission.

Compliance with Securities Regulations and Commission Requests. The FundCompany, subject to Section 3(b), will comply with the requirements of Rule 430A or Rule 434, as applicable, and will notify the Underwriter Lead Manager immediately, and confirm the notice in writing, (i) if when any post-effective amendment to the Registration Statement, to the ADR Registration Statement or to the Form 8-A Registration Statement shall have become effective, or any supplement to the Prospectus Prospectuses or any amended Prospectus Prospectuses shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement, to the ADR Registration Statement or to the Form 8-A Registration Statement or any amendment or supplement to the Prospectus Prospectuses or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, the ADR Registration Statement or the Form 8-A Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, and (v) purposes of which the issuance by the Commission of an order of suspension or revocation of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeis aware. The Fund will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of suspension or revocation described in subsection (v) hereunder and, if any such stop order or order of suspension or revocation is issued, to obtain the lifting thereof at the earliest possible moment. The Fund Company will promptly effect the filings necessary pursuant to Rule 497(c), Rule 497(j) or Rule 497(h424(b) and will take such steps as it deems necessary to ascertain promptly whether the certificate form of prospectus transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement prospectus. The Company will use its best efforts to prevent the issuance of additional informationany stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The FundCompany, subject to Section 3(b), will comply with the requirements of Rule 430A or 430B and Rule 434, as applicable, 433 and will notify the Underwriter immediatelyRepresentatives promptly, and confirm the notice in writing, (i) if when the Registration Statement or any post-effective amendment to the Registration Statement shall have be declared or become effective, or when any supplement to preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or any amended Prospectus amendment or supplement to any of the foregoing shall have been filedfiled or distributed, (ii) of the receipt of any comments from the CommissionCommission (and shall promptly furnish the Representatives with a copy of any comment letters and any transcript of oral comments, and shall furnish the Representatives with copies of any written responses thereto a reasonable amount of time prior to the proposed filing thereof with the Commission and will not file any such response to which the Representatives or counsel for the Underwriters shall reasonably object by written notice to the Company), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, any document incorporated or deemed to be incorporated by reference therein or any Issuer Free Writing Prospectus or for additional informationinformation including, but not limited to, any request for information concerning any Testing-the-Waters Communication, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, the Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or any amendment or supplement to any of the foregoing, or any notice from the Commission objecting to the use of the form of the Registration Statement or any post-effective amendment thereto, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdictionjurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the issuance by 1933 Act in connection with the Commission of an order of suspension or revocation offering of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeSecurities. The Fund Company will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of and the suspension or revocation described in subsection (v) hereunder andloss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or order of any such suspension or revocation is issuedloss occurs, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect Company shall pay the filings necessary pursuant required Commission filing fees relating to the Securities within the time required by Rule 497(c), Rule 497(j456(b)(1)(i) or Rule 497(hwithout regard to the proviso therein of the 1933 Act Regulations and otherwise in accordance with Rules 456(b) and will take 457(r) of the 1993 Act Regulations, except to the extent such steps as it deems necessary filing fees have been paid prior to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional informationdate hereof.

Compliance with Securities Regulations and Commission Requests. The FundCompany, subject to Section 3(b), will comply with the requirements of Rule 430A or Rule 434, as applicable, and the PREP Procedures; and will notify the Underwriter immediatelyUnderwriters and the Sub-underwriter promptly, and confirm the notice in writing, (i) if when any post-effective amendment to the Registration Statement shall have been filed with the Commission or shall have become effective, or and when any supplement to the U.S. Prospectus or the Canadian Prospectus or any amended U.S. Prospectus or Canadian Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, the Reviewing Authority or any Qualifying Authority, (iii) of any request by the Commission for any amendment to amend the Registration Statement or any amendment to amend or supplement the U.S. Prospectus or for additional information or of any request by the Reviewing Authority to amend or supplement the Base PREP Prospectus or the Canadian Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdiction, or of the initiation or institution or, to the knowledge of the Company, threatening of any proceedings for any of such purposespurpose, and (v) of the issuance by the Commission Reviewing Authority, any Qualifying Authority or any stock exchange of an any order having the effect of suspension ceasing or revocation suspending the distribution of the notification on Form N-8A of registration Securities or the trading in the securities of the Fund as an investment company under Company, or of the Investment Company Act or institution or, to the initiation knowledge of the Company, threatening of any proceeding proceedings for that any such purpose. The Fund will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of suspension or revocation described in subsection (v) hereunder and, if any such stop order or order of suspension or revocation is issued, to obtain the lifting thereof at the earliest possible moment. The Fund Company will promptly effect the filings necessary pursuant to Rule 497(c), Rule 497(j) or Rule 497(h424(b) and will take such steps as it deems necessary to ascertain promptly whether the certificate form of prospectus transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate prospectus. The Company will use every reasonable effort to prevent the issuance of any such stop order or prospectus and statement of additional informationany order preventing or suspending such use or such order ceasing or suspending the distribution of the Securities or the trading in the Securities of the Company and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

Compliance with Securities Regulations and Commission Requests. The FundCompany, subject to Section 3(b)) hereof, will comply with the requirements of Rule 430A or and Rule 434, as applicable, 433 and will promptly notify the Underwriter immediatelyRepresentatives, and confirm the notice in writing, (i) if when the Initial Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment to the Registration Statement shall have be declared or become effective, or when any supplement to preliminary prospectus, the Prospectus or any amended Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing shall have been filed, (ii) of the receipt of any comments from the CommissionCommission relating to the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment to the Registration Statement (and shall promptly furnish the Representatives with a copy of any comment letters or provide an oral summary of any oral comments received, and furnish the Representatives with copies of any written responses thereto a reasonable amount of time prior to the proposed filing thereof with the Commission and will not file or use any such response to which the Representatives or counsel for the Underwriters shall object), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, or any Issuer Free Writing Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing, or any notice from the Commission objecting to the use of the form of the Registration Statement or any post-effective amendment thereto, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdictionjurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the issuance by 1933 Act in connection with the Commission of an order of suspension or revocation offering of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeSecurities. The Fund Company will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of and the suspension or revocation described in subsection (v) hereunder andloss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or order of any such suspension or revocation is issuedloss occurs, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect the filings necessary pursuant to Rule 497(c), Rule 497(j) or Rule 497(h) and will take such steps as it deems necessary to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional information.

Compliance with Securities Regulations and Commission Requests. The FundCompany, subject to Section 3(b), will comply with the requirements of Rule 430A or 430B and Rule 434, as applicable, 433 and will notify the Underwriter Representative immediately, and confirm the notice in writing, (i) if when any post-effective amendment to the Registration Statement shall have be declared or become effective, or when any supplement to preliminary prospectus, the Prospectus or any amended Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing shall have been filed, (ii) of the receipt of any comments from the CommissionCommission (and shall promptly furnish the Representative with a copy of any comment letters and any transcript of oral comments, and shall furnish the Representative with copies of any written responses thereto a reasonable amount of time prior to the proposed filing thereof with the Commission and will not file any such response to which the Representative or counsel for the Underwriters shall reasonably object), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, any document incorporated or deemed to be incorporated by reference therein or any Issuer Free Writing Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing, or any notice from the Commission objecting to the use of the Registration Statement or any post-effective amendment thereto, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdictionjurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the issuance by 1933 Act in connection with the Commission of an order of suspension or revocation offering of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeSecurities. The Fund Company will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of and the suspension or revocation described in subsection (v) hereunder andloss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or order of any such suspension or revocation is issuedloss occurs, to obtain the lifting thereof at the earliest possible momentas soon as reasonably practicable. The Fund will promptly effect Company shall pay the filings necessary pursuant required Commission filing fees relating 20 to the Securities within the time required by Rule 497(c), Rule 497(j456(b)(1)(i) or Rule 497(hof the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and will take 457(r) of the 1993 Act Regulations, except to the extent such steps as it deems necessary filing fees have been paid prior to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional informationdate hereof.

Compliance with Securities Regulations and Commission Requests. The FundPartnership, subject to Section 3(b), will comply with the requirements of Rule 430A or 430B and Rule 434, as applicable, 433 and will notify the Underwriter immediatelyUnderwriters promptly, and confirm the notice in writing, (i) if when any post-effective amendment to the Registration Statement shall have become effectivePreliminary Prospectus, or any supplement to the Prospectus or any amended Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing shall have been filed, (ii) of the receipt of any comments from the CommissionCommission (together with a copy of any comment letters and any written responses thereto), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any Preliminary Prospectus or the Prospectus, or any Issuer Free Writing Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statementPreliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing, or any notice from the Commission objecting to the use of the form of the Registration Statement or any post-effective amendment thereto, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdictionjurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes, or of any examination pursuant to Section 8(e) of the Securities Act concerning the Registration Statement and (v) if the Partnership becomes the subject of a proceeding under Section 8A of the issuance by Securities Act in connection with the Commission of an order of suspension or revocation offering of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeSecurities. The Fund Partnership will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of and the suspension or revocation described in subsection (v) hereunder andloss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or order of any such suspension or revocation is issuedloss occurs, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect the filings necessary pursuant to Rule 497(c), Rule 497(j) or Rule 497(h) and will take such steps as it deems necessary to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional information.

Compliance with Securities Regulations and Commission Requests. The FundCompany, subject to Section 3(b)) hereof, will comply with the requirements of Rule 430A or 430B and Rule 434, as applicable, 433 and will notify the Underwriter Representative immediately, and confirm the notice in writing, (i) if when the Initial Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment to the Registration Statement shall have be declared or become effective, or when any supplement to preliminary prospectus, the Prospectus or any amended Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing shall have been filed, (ii) of the receipt of any comments from the CommissionCommission (and shall promptly furnish the Representative with a copy of any comment letters and any transcript of oral comments, and shall furnish the Representative with copies of any written responses thereto a reasonable amount of time prior to the proposed filing thereof with the Commission and will not file any such response to which the Representative or counsel for the Underwriters shall object), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, any document incorporated or deemed to be incorporated by reference therein or any Issuer Free Writing Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, and (v) of the issuance by the Commission of an order of suspension or revocation of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeforegoing. The Fund Company will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of and the suspension or revocation described in subsection (v) hereunder loss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification and, if any such stop order is issued, or order of any such suspension or revocation is issuedloss occurs, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect the filings necessary pursuant to Rule 497(c), Rule 497(j) or Rule 497(h) and will take such steps as it deems necessary to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional information.

Compliance with Securities Regulations and Commission Requests. The FundCompany, subject to Section 3(b3(a)(ii), will comply with the requirements of Rule 430A or Rule 434, as applicable, and will notify the Underwriter Representatives immediately, and confirm the notice in writing, (i) if when any post-effective amendment to the Registration Statement, the ADR Registration Statement or the Form 8-A Registration Statement shall have become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement, the ADR Registration Statement or the Form 8-A Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, the ADR Registration Statement or the Form 8-A Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, and (v) purposes of which the issuance by the Commission of an order of suspension or revocation of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeis aware. The Fund will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of suspension or revocation described in subsection (v) hereunder and, if any such stop order or order of suspension or revocation is issued, to obtain the lifting thereof at the earliest possible moment. The Fund Company will promptly effect the filings necessary pursuant to Rule 497(c), Rule 497(j) or Rule 497(h424(b) and will take such steps as it deems necessary to ascertain promptly whether the certificate form of prospectus transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement prospectus. The Company will use its best efforts to prevent the issuance of additional informationany stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

Compliance with Securities Regulations and Commission Requests. The FundCompany, subject to Section 3(b), will comply with the requirements of Rule 430A or 430B and Rule 434, as applicable, 433 and will notify the Underwriter Representative immediately, and confirm the notice in writing, (i) if when the Initial Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment to the Registration Statement shall have become effective, or when any supplement to preliminary prospectus, the Prospectus or any amended Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing shall have been filed, (ii) of the receipt of any comments from the CommissionCommission (and shall promptly furnish the Representative with a copy of any comment letters and any transcript of oral comments, and shall furnish the Representative with copies of any written responses thereto a reasonable amount of time prior to the proposed filing thereof with the Commission and will not file any such response to which the Representative or counsel for the Underwriters shall object), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus or any Issuer Free Writing Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing or any notice from the Commission objecting to the use of the form of the Registration Statement or any post effective amendment thereto, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdictionjurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the issuance by 1933 Act in connection with the Commission of an order of suspension or revocation offering of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeSecurities. The Fund Company will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of and the suspension or revocation described in subsection (v) hereunder andloss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or order of any such suspension or revocation is issuedloss occurs, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect the filings necessary pursuant to Rule 497(c), Rule 497(j) or Rule 497(h) and will take such steps as it deems necessary to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional information.

Compliance with Securities Regulations and Commission Requests. The FundCompany, subject to Section 3(b), will comply with the requirements of Rule 430A or 430B and Rule 434, as applicable, 433 and will notify the Underwriter immediately, and confirm the notice in writing, (i) if when any Rule 462(b) Registration Statement or any post-effective amendment to the Registration Statement shall have be declared or become effective, or when any supplement to preliminary prospectus, the Prospectus or any amended Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing shall have been filed, (ii) of the receipt of any comments from the CommissionCommission (and shall promptly furnish the Underwriter with a copy of any comment letters and any summary of oral comments, and shall furnish the Underwriter with copies of any written responses thereto a reasonable amount of time prior to the proposed filing thereof with the Commission and will not file any such response to which the Underwriter or counsel for the Underwriter shall reasonably object), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, any document incorporated or deemed to be incorporated by reference therein or any Issuer Free Writing Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus/statement, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, and (v) of the issuance by the Commission of an order of suspension or revocation of the notification on Form N-8A of registration of the Fund as an investment company under the Investment Company Act or the initiation of any proceeding for that purposeforegoing. The Fund Company will make every reasonable effort to prevent the issuance of any stop order described in subsection (iv) hereunder or any order of and the suspension or revocation described in subsection (v) hereunder andloss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or order of any such suspension or revocation is issuedloss occurs, to obtain the lifting thereof at the earliest possible moment. The Fund will promptly effect the filings necessary pursuant to Rule 497(c), Rule 497(j) or Rule 497(h) and will take such steps as it deems necessary to ascertain promptly whether the certificate transmitted for filing under Rule 497(j) or the form of prospectus and statement of additional information transmitted for filing under Rule 497(c) or Rule 497(h) was received for filing by the Commission and, in the event that it was not, it will promptly file such certificate or prospectus and statement of additional information.