Common use of Tax Opinion Clause in Contracts

Tax Opinion. Subject to the provisions of Section 2.2(c), all determinations required to be made under this Section 2.2, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm or law firm selected by the Company (the "Tax Firm"); provided, however, that the Tax Firm shall not determine that no Excise Tax is payable by Employee unless it delivers to Employee a written opinion (the "Tax Opinion") that failure to pay the Excise Tax and to report the Excise Tax and the payments potentially subject thereto on or with Employee's applicable federal income tax return will not result in the imposition of an accuracy-related or other penalty on Employee. All fees and expenses of the Tax Firm shall be borne solely by the Company. Within 15 business days of the receipt of notice from Employee that there has been a Payment, or such earlier time as is requested by the Company, the Tax Firm shall make all determinations required under this Section, shall provide to the Company and Employee a written report setting forth such determinations, together with detailed supporting calculations, and, if the Tax Firm determines that no Excise Tax is payable, shall deliver the Tax Opinion to Employee. Any Gross-Up Payment, as determined pursuant to this Section, shall be paid by the Company to Employee within fifteen days of the receipt of the Tax Firm's determination. Subject to the remainder of this Section 2.2, any determination by the Tax Firm shall be binding upon the Company and Employee; provided, however, that Employee shall only be bound to the extent that the determinations of the Tax Firm hereunder, including the determinations made in the Tax Opinion, are reasonable and reasonably supported by applicable law. As a result of the uncertainty in the application of section 4999 of the Code at the time of the initial determination by the Tax Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that it is ultimately determined in accordance with the procedures set forth in Section 2.2(c) that Employee is required to make a payment of any Excise Tax, the Tax Firm shall reasonably determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Employee. In determining the reasonableness of Tax Firm's determinations hereunder, and the effect thereof, Employee shall be provided a reasonable opportunity to review such determinations with Tax Firm and Employee's tax counsel. Tax Firm's determinations hereunder, and the Tax Opinion, shall not be deemed reasonable until Employee's reasonable objections and comments thereto have been satisfactorily accommodated by Tax Firm.

Tax Opinion. Subject to the provisions of Section 2.2(c6.2(c), all determinations required to be made under this Section 2.26.2, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm or law firm selected by the Company (the "Tax Firm"); provided, however, that the Tax Firm shall not determine that no Excise Tax is payable by Employee unless it delivers to Employee a written opinion (the "Tax Accounting Opinion") that failure to pay the Excise Tax and to report the Excise Tax and the payments potentially subject thereto on or with Employee's applicable federal income tax return will not result in the imposition of an accuracy-related or other penalty on Employee. All fees and expenses of the Tax Firm shall be borne solely by the Company. Within 15 business days of the receipt of notice from Employee that there has been a Payment, or such earlier time as is requested by the Company, the Tax Firm shall make all determinations required under this SectionSection 6.2, shall provide to the Company and Employee a written report setting forth such determinations, together with detailed supporting calculations, and, if the Tax Firm determines that no Excise Tax is payable, shall deliver the Tax Accounting Opinion to Employee. Any Gross-Up Payment, as determined pursuant to this SectionSection 6.2, shall be paid by the Company to Employee within fifteen days of the receipt of the Tax Firm's determination. Subject to the remainder of this Section 2.26.2, any determination by the Tax Firm shall be binding upon the Company and Employee; provided, however, that Employee shall only be bound to the extent that the determinations of the Tax Firm hereunder, including the determinations made in the Tax Accounting Opinion, are reasonable and reasonably supported by applicable law. As a result of the uncertainty in the application of section Section 4999 of the Code at the time of the initial determination by the Tax Firm hereunder, it is possible that Gross-Gross- Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that it is ultimately determined in accordance with the procedures set forth in Section 2.2(c6.2(c) that Employee is required to make a payment of any Excise Tax, the Tax Firm shall reasonably determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Employee. In determining the reasonableness of Tax Firm's determinations hereunder, and the effect thereof, Employee shall be provided a reasonable opportunity to review such determinations with Tax Firm and Employee's tax counsel. Tax Firm's determinations hereunder, and the Tax Accounting Opinion, shall not be deemed reasonable until Employee's reasonable objections and comments thereto have been satisfactorily accommodated by Tax Firm.

Tax Opinion. Subject to the provisions of Section 2.2(c4.4(c), all determinations required to be made under this Section 2.24.4, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm or law firm selected by the Company Corporation (the "Tax Firm"); provided, however, that the Tax Firm shall not determine that no Excise Tax is payable by Employee Officer unless it delivers to Employee Officer a written opinion (the "Tax Opinion") that failure to pay the Excise Tax and to report the Excise Tax and the payments potentially subject thereto on or with EmployeeOfficer's applicable federal income tax return will not result in the imposition of an accuracy-related or other penalty on EmployeeOfficer. All fees and expenses of the Tax Firm shall be borne solely by the CompanyCorporation. Within 15 business days of the receipt of notice from Employee Officer that there has been a Payment, or such earlier time as is requested by the CompanyCorporation, the Tax Firm shall make all determinations required under this SectionSection 4.4, shall provide to the Company Corporation and Employee Officer a written report setting forth such determinations, together with detailed supporting calculations, and, if the Tax Firm determines that no Excise Tax is payable, shall deliver the Tax Opinion to EmployeeOfficer. Any Gross-Up Payment, as determined pursuant to this SectionSection 4.4, shall be paid by the Company Corporation to Employee Officer within fifteen 15 days of the receipt of the Tax Firm's determination. Subject to the remainder of this Section 2.24.4, any determination by the Tax Firm shall be binding upon the Company Corporation and EmployeeOfficer; provided, however, that Employee Officer shall only be bound to the extent that the determinations of the Tax Firm hereunder, including the determinations made in the Tax Opinion, are reasonable and reasonably supported by applicable law. As a result of the uncertainty in the application of section Section 4999 of the Code at the time of the initial determination by the Tax Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company Corporation should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that it is ultimately determined in accordance with the procedures set forth in Section 2.2(c4.4(c) that Employee Officer is required to make a payment of any Excise Tax, the Tax Firm shall reasonably determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Corporation to or for the benefit of EmployeeOfficer. In determining the reasonableness of the Tax Firm's determinations hereunder, and the effect thereof, Employee Officer shall be provided a reasonable opportunity to review such determinations with the Tax Firm and EmployeeOfficer's tax counsel. The Tax Firm's determinations hereunder, and the Tax Opinion, shall not be deemed reasonable until EmployeeOfficer's reasonable objections and comments thereto have been satisfactorily accommodated by the Tax Firm.

Tax Opinion. Subject to the provisions of Section 2.2(c), all determinations required to be made under this Section 2.2, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm or law firm selected by the Company (the "Tax Firm"); provided, however, that the Tax Firm shall not determine that no Excise Tax is payable by Employee unless it delivers to Employee a written opinion (the "Tax Opinion") that failure to pay the Excise Tax and to report the Excise Tax and the payments potentially subject thereto on or with Employee's applicable federal income tax return will not result in the imposition of an accuracy-related or other penalty on Employee. All fees and expenses of the Tax Firm shall be borne solely by the Company. Within 15 business days of the receipt of notice from Employee that there has been a Payment, or such earlier time as is requested by the Company, the Tax Firm shall make all determinations required under this Section, shall provide to the Company and Employee a written report setting forth such determinations, together with detailed supporting calculations, and, if the Tax Firm determines that no Excise Tax is payable, shall deliver the Tax Opinion to Employee. Any Gross-Up Payment, as determined pursuant to this Section, shall be paid by the Company to Employee within fifteen days of the receipt of the Tax Firm's determination. Subject to the remainder of this Section 2.2, any determination by the Tax Firm shall be binding upon the Company and Employee; provided, however, that Employee shall only be bound to the extent that the determinations of the Tax Firm hereunder, including the determinations made in the Tax Opinion, are reasonable and reasonably supported by applicable law. As a result of the uncertainty in the application of section 4999 of the Code at the time of the initial determination by the Tax Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that it is ultimately determined in accordance with the procedures set forth in Section 2.2(c) that Employee is required to make a payment of any Excise Tax, the Tax Firm shall reasonably determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Employee. In determining the reasonableness of Tax Firm's determinations hereunder, and the effect thereof, Employee shall be provided a reasonable opportunity to review such determinations with Tax Firm and Employee's tax counsel. Tax Firm's determinations hereunder, and the Tax Opinion, shall not be deemed reasonable until Employee's reasonable objections and comments thereto have been satisfactorily accommodated by Tax Firm.deemed

Tax Opinion. Subject to the provisions of Section 2.2(c11.5(c), all determinations required to be made under this Section 2.211.5, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm or law firm selected by the Company (the "Tax Firm"); provided, however, that the Tax Firm shall not determine that no Excise Tax is payable by Employee unless it delivers to Employee a written opinion (the "Tax Opinion") that failure to pay the Excise Tax and to report the Excise Tax and the payments potentially subject thereto on or with Employee's applicable federal income tax return will not result in the imposition of an accuracy-related or other penalty on Employee. All fees and expenses of the Tax Firm shall be borne solely by the Company. Within 15 business days of the receipt of notice from Employee that there has been a Payment, or such earlier time as is requested by the Company, the Tax Firm shall make all determinations required under this Section, shall provide to the Company and Employee a written report setting forth such determinations, together with detailed supporting calculations, and, if the Tax Firm determines that no Excise Tax is payable, shall deliver the Tax Opinion to Employee. Any Gross-Up Payment, as determined pursuant to this Section, shall be paid by the Company to Employee within fifteen days of the receipt of the Tax Firm's determination. Subject to the remainder of this Section 2.211.5, any determination by the Tax Firm shall be binding upon the Company and Employee; provided, however, that Employee shall only be bound to the extent that the determinations of the Tax Firm hereunder, including the determinations made in the Tax Opinion, are reasonable and reasonably supported by applicable law. As a result of the uncertainty in the application of section 4999 of the Code at the time of the initial determination by the Tax Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that it is ultimately determined in accordance with the procedures set forth in Section 2.2(c11.5(c) that Employee is required to make a payment of any Excise Tax, the Tax Firm shall reasonably determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Employee. In determining the reasonableness of Tax Firm's determinations hereunder, and the effect thereof, Employee shall be provided a reasonable opportunity to review such determinations with Tax Firm and Employee's tax counsel. Tax Firm's determinations hereunder, and the Tax Opinion, shall not be deemed reasonable until Employee's reasonable objections and comments thereto have been satisfactorily accommodated by Tax Firm.

Tax Opinion. Subject to the provisions of Section 2.2(c4.4(c), all determinations required to be made under this Section 2.24.4, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm or law firm selected by the Company Corporation (the "Tax Firm"); provided, however, that the Tax Firm shall not determine that no Excise Tax is payable by Employee Officer unless it delivers to Employee Officer a written opinion (the "Tax Opinion") that failure to pay the Excise Tax and to report the Excise Tax and the payments potentially subject thereto on or with EmployeeOfficer's applicable federal income tax return will not result in the imposition of an accuracy-related or other penalty on EmployeeOfficer. All fees and expenses of the Tax Firm shall be borne solely by the CompanyCorporation. Within 15 business days of the receipt of notice from Employee Officer that there has been a Payment, or such earlier time as is requested by the CompanyCorporation, the Tax Firm shall make all determinations required under this SectionSection 4.4, shall provide to the Company Corporation and Employee Officer a written report setting forth such determinations, together with detailed supporting calculations, and, if the Tax Firm determines that no Excise Tax is payable, shall deliver the Tax Opinion to EmployeeOfficer. Any Gross-Up Payment, as determined pursuant to this SectionSection 4.4, shall be paid by the Company Corporation to Employee Officer within fifteen days of the receipt of the Tax Firm's determination. Subject to the remainder of this Section 2.24.4, any determination by the Tax Firm shall be binding upon the Company Corporation and EmployeeOfficer; provided, however, that Employee Officer shall only be bound to the extent that the determinations of the Tax Firm hereunder, including the determinations made in the Tax Opinion, are reasonable and reasonably supported by applicable law. As a result of the uncertainty in the application of section Section 4999 of the Code at the time of the initial determination by the Tax Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company Corporation should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that it is ultimately determined in accordance with the procedures set forth in Section 2.2(c4.4(c) that Employee Officer is required to make a payment of any Excise Tax, the Tax Firm shall reasonably determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Corporation to or for the benefit of EmployeeOfficer. In determining the reasonableness of Tax Firm's determinations hereunder, and the effect thereof, Employee Officer shall be provided a reasonable opportunity to review such determinations with Tax Firm and EmployeeOfficer's tax counsel. Tax Firm's determinations hereunder, and the Tax Opinion, shall not be deemed reasonable until EmployeeOfficer's reasonable objections and comments thereto have been satisfactorily accommodated by Tax Firm.

Tax Opinion. Subject to the provisions of Section 2.2(c9(c)(ii), all determinations required to be made under this Section 2.29(c), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm or law firm selected by the Company Executive (subject to the reasonable consent of the Company) (the "Tax Firm"); provided, however, that the Tax Firm shall not determine that no Excise Tax is payable by Employee Executive unless it delivers to Employee Executive a written opinion (the "Tax Opinion") that failure to pay the Excise Tax and to report the Excise Tax and the payments potentially subject thereto on or with EmployeeExecutive's applicable federal income tax return will not result in the imposition of an accuracy-related or other penalty on EmployeeExecutive. All fees and expenses of the Tax Firm shall be borne solely by the Company. Within 15 business days of the receipt of notice from Employee Executive that there has been a Payment, or such earlier time as is requested by the Executive or the Company, the Tax Firm shall make all determinations required under this SectionSection 9(c), shall provide to the Company and Employee Executive a written report setting forth such determinations, together with detailed supporting calculations, and, if the Tax Firm determines that no Excise Tax is payable, shall deliver the Tax Opinion to EmployeeExecutive. Any Gross-Up Payment, as determined pursuant to this SectionSection 9(c), shall be paid by the Company to Employee Executive within fifteen days of the receipt of the Tax Firm's determination. Subject to the remainder of this Section 2.29(c), any determination by the Tax Firm shall be binding upon the Company and EmployeeExecutive; provided, however, that Employee Executive shall only be bound to the extent that the determinations of the Tax Firm hereunder, including the determinations made in the Tax Opinion, are reasonable and reasonably supported by applicable law. As a result of the uncertainty in the application of section Section 4999 of the Code at the time of the initial determination by the Tax Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that it is ultimately determined in accordance with the procedures set forth in Section 2.2(c9(c)(ii) that Employee Executive is required to make a payment of any Excise Tax, the Tax Firm shall reasonably determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of EmployeeExecutive. In determining the reasonableness of Tax Firm's determinations hereunder, and the effect thereof, Employee Executive shall be provided a reasonable opportunity to review such determinations with Tax Firm and EmployeeExecutive's tax counsel. Tax Firm's determinations hereunder, and the Tax Opinion, shall not be deemed reasonable until EmployeeExecutive's reasonable objections and comments thereto have been satisfactorily accommodated by Tax Firm.

Tax Opinion. Subject to the provisions of Section 2.2(cSections 9(a) and (b), all determinations required to be made under this Section 2.29, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm or law firm selected by the Company Executive (subject to the reasonable consent of the Company) (the "“Tax Firm"); ”) provided, however, that the Tax Firm shall not determine that no Excise Tax is payable by Employee Executive unless it delivers to Employee Executive a written opinion (the "“Tax Opinion"”) that failure to pay the Excise Tax and to report the Excise Tax and the payments potentially subject thereto on or with Employee's Executive’s applicable federal income tax return will not result in the imposition of an accuracy-related or other penalty on EmployeeExecutive. All fees and expenses of the Tax Firm shall be borne solely by the Company. Within 15 business days of the receipt of notice from Employee Executive that there has been a Payment, or such earlier time as is requested by the Executive or the Company, the Tax Firm shall make all determinations required under this SectionSection 9, shall provide to the Company and Employee Executive a written report setting forth such determinations, together with detailed supporting calculations, and, if the Tax Firm determines that no Excise Tax is payable, shall deliver the Tax Opinion to EmployeeExecutive. Any Gross-Up Payment, as determined pursuant to this SectionSection 9, shall be paid by the Company to Employee Executive within fifteen days of the receipt of the Tax Firm's ’s determination. Subject to the remainder of this Section 2.29, any determination by the Tax Firm shall be binding upon the Company and EmployeeExecutive; provided, however, that Employee Executive shall only be bound to the extent that the determinations of the Tax Firm hereunder, including the determinations made in the Tax Opinion, are reasonable and reasonably supported by applicable law. As a result of the uncertainty in the application of section Section 4999 of the Code at the time of the initial determination by the Tax Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("“Underpayment"”), consistent with the calculations required to be made hereunder. In the event that it is ultimately determined in accordance with the procedures set forth in Section 2.2(c9(c)(ii) that Employee Executive is required to make a payment of any Excise Tax, the Tax Firm shall reasonably determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit benefit, of EmployeeExecutive. In determining the reasonableness of Tax Firm's ’s determinations hereunder, and the effect thereof, Employee Executive shall be provided a reasonable opportunity to review such determinations with Tax Firm and Employee's Executive’s tax counsel. Tax Firm's ’s determinations hereunder, and the Tax Opinion, shall not be deemed reasonable until Employee's Executive’s reasonable objections and comments thereto have been satisfactorily accommodated by Tax Firm.

Tax Opinion. Subject to the provisions of Section 2.2(c)Paragraph (c) hereof, all determinations required to be made under this Section 2.2Exhibit B, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm or law firm selected by the Company (the "“Tax Firm"”); provided, however, that the Tax Firm shall not determine that no Excise Tax is payable by Employee unless it delivers to Employee a written opinion (the "“Tax Opinion"”) that failure to pay the Excise Tax and to report the Excise Tax and the payments potentially subject thereto on or with Employee's ’s applicable federal income tax return will not result in the imposition of an accuracy-related or other penalty on Employee. All fees and expenses of the Tax Firm shall be borne solely by the Company. Within 15 business days of the receipt of notice from Employee that there has bas been a Payment, or such earlier time as is requested by the Company, the Tax Firm shall make all determinations required under this SectionExhibit B, shall provide to the Company and Employee a written report setting forth such determinations, together with detailed supporting calculations, and, if the Tax Firm determines that no Excise Tax is payable, shall deliver the Tax Opinion to Employee. Any Gross-Up Payment, as determined pursuant to this SectionExhibit B, shall be paid by the Company to Employee (or to the Internal Revenue Service or other applicable taxing authority on Employee’s behalf) within fifteen days of the receipt of the Tax Firm's ’s determination, and in any event no later than is permitted under the provision of Treasury Regulation Section 1.409A-3(i)(1)(v). Subject to the remainder of this Section 2.2Exhibit B, any determination by the Tax Firm shall be binding upon the Company and Employee; provided, however, that Employee shall only be bound to the extent that the determinations of the Tax Firm hereunder, including the determinations made in the Tax Opinion, are reasonable and reasonably supported by applicable law. As a result of the uncertainty in the application of section 4999 of the Code at the time of the initial determination by the Tax Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("“Underpayment"”), consistent with the calculations required to be made hereunder. In the event that it is ultimately determined in accordance with the procedures set forth in Section 2.2(cParagraph (c) that Employee is required to make a payment of any Excise Tax, the Tax Firm shall reasonably determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Employee. In determining the reasonableness of Tax Firm's ’s determinations hereunder, and the effect thereof, Employee shall be provided a reasonable opportunity to review such determinations with Tax Firm and Employee's ’s tax counsel. counsel Tax Firm's ’s determinations hereunder, and the Tax Opinion, shall not be deemed reasonable until Employee's ’s reasonable objections and comments thereto have been satisfactorily accommodated by Tax Firm.

Tax Opinion. Subject Based upon and subject to the provisions foregoing, we are of Section 2.2(cthe opinion that under current U.S. federal income tax law, although the discussion set forth in the Base Prospectus under the heading “Tax Matters,”, as supplemented by the Prospectus Supplement, does not purport to discuss all possible U.S. federal income tax consequences of the purchase, ownership or disposition of the Shares, such discussion constitutes, in all material respects, a fair and accurate summary of the U.S. federal income tax consequences that are anticipated to be material to holders who purchase the Shares pursuant to the Prospectus, subject to the qualifications set forth in such discussion. Negative Assurance We have been orally advised by the staff of the Commission that no stop order suspending the effectiveness of the Registration Statement has been issued and, to our knowledge, no proceedings for that purpose have been instituted or are pending or threatened by the Commission. In addition, we have participated in conferences with officers and other representatives of the Fund, the Investment Adviser, representatives of the independent registered public accounting firm of the Fund and Representatives of the Underwriters and counsel for the Underwriters at which the contents of the Registration Statement, the Prospectus, the Time of Sale Prospectus and related matters were discussed. We do not pass upon, or assume any responsibility for, the accuracy, completeness or fairness of the statements contained or incorporated by reference in the Registration Statement, the Prospectus or the Time of Sale Prospectus and have made no independent check or verification thereof. On the basis of the foregoing, (i) the Registration Statement, at the Effective Time (as defined below), and the Prospectus, as of its date, appeared on their face to be appropriately responsive in all determinations material respects to the requirements of the 1933 Act, the 1933 Act Rules and Regulations, the 1940 Act and the General Rules and Regulations under the 1940 Act (except that in each case we do not express any view as to the financial statements, schedules and other financial information, statistical data and financial projections included or incorporated by reference therein or excluded therefrom or the statements contained in the exhibits to the Registration Statement) and (ii) no facts have come to our attention that have caused us to believe that the Registration Statement, at the Effective Time, contained an untrue statement of a material fact or omitted to state a material fact required to be made under this Section 2.2stated therein or necessary to make the statements therein not misleading, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm or law firm selected by the Company (the "Tax Firm"); provided, however, that the Tax Firm shall not determine that no Excise Tax is payable by Employee unless it delivers Prospectus, as of its date and as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to Employee state a written opinion (material fact necessary in order to make the "Tax Opinion") that failure to pay the Excise Tax and to report the Excise Tax and the payments potentially subject thereto on or with Employee's applicable federal income tax return will not result statements therein, in the imposition of an accuracy-related or other penalty on Employee. All fees and expenses light of the Tax Firm shall be borne solely circumstances under which they were made, not misleading (except that in each case we do not express any view as to the financial statements, schedules and other financial information, statistical data and financial projections included or incorporated by reference therein or excluded therefrom or the Companystatements contained in the exhibits to the Registration Statement). Within 15 business days In addition, on the basis of the receipt foregoing, no facts have come to our attention that have caused us to believe that the Time of notice from Employee Sale Prospectus, as of the Applicable Time (as defined below), contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that there has been a Payment, or such earlier time in each case we do not express any view as is requested by the Company, the Tax Firm shall make all determinations required under this Section, shall provide to the Company financial statements, schedules and Employee a written report setting forth such determinationsother financial information, together with detailed supporting calculations, and, if statistical data and financial projections included or incorporated by reference therein or excluded therefrom or the Tax Firm determines that no Excise Tax is payable, shall deliver statements contained in the Tax Opinion to Employee. Any Gross-Up Payment, as determined pursuant to this Section, shall be paid by the Company to Employee within fifteen days of the receipt of the Tax Firm's determination. Subject exhibits to the remainder of this Section 2.2, any determination by the Tax Firm shall be binding upon the Company and Employee; provided, however, that Employee shall only be bound to the extent that the determinations of the Tax Firm hereunder, including the determinations made in the Tax Opinion, are reasonable and reasonably supported by applicable lawRegistration Statement). As a result of the uncertainty in the application of section 4999 of the Code at the time of the initial determination by the Tax Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that it is ultimately determined in accordance with the procedures set forth in Section 2.2(c) that Employee is required to make a payment of any Excise Tax, the Tax Firm shall reasonably determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Employee. In determining the reasonableness of Tax Firm's determinations hereunder, and the effect thereof, Employee shall be provided a reasonable opportunity to review such determinations with Tax Firm and Employee's tax counsel. Tax Firm's determinations hereunder, and the Tax Opinion, shall not be deemed reasonable until Employee's reasonable objections and comments thereto have been satisfactorily accommodated by Tax Firm.EXHIBIT B OPINION OF GENERAL COUNSEL OF THE INVESTMENT ADVISER

Tax Opinion. Subject to the provisions of Section 2.2(c3(b), all determinations required to be made under this Section 2.23, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized big 4 accounting firm or law firm selected by the Company (the "Tax Firm"); provided, however, that the Tax Firm shall not determine that no Excise Tax is payable by Employee the Executive unless it delivers to Employee the Executive a written opinion (the "Tax Opinion") that failure to pay the Excise Tax and to report the Excise Tax and the payments potentially subject thereto on or with Employeethe Executive's applicable federal income tax return will not result in the imposition of an accuracy-related or other penalty on Employeethe Executive. All fees and expenses of the Tax Firm shall be borne solely paid by the Company. Within 15 fifteen (15) business days of the receipt of notice from Employee the Executive that there has been a Payment, or such earlier time as is requested by the Executive or the Company, the Tax Firm shall make all determinations required under this SectionSection 3, shall provide to the Company and Employee the Executive a written report setting forth such determinations, together with detailed supporting calculations, and, if the Tax Firm determines that no Excise Tax is payable, shall deliver the Tax Opinion to Employeethe Executive. Any Gross-Up Payment, as determined pursuant to this SectionSection 3, shall be paid by the Company to Employee the Executive within fifteen (15) days of the receipt of the Tax Firm's determination. Subject to the remainder of this Section 2.23, any determination by the Tax Firm shall be binding upon the Company and Employee; provided, however, that Employee shall only be bound to the extent that the determinations of the Tax Firm hereunder, including the determinations made in the Tax Opinion, are reasonable and reasonably supported by applicable lawExecutive. As a result of the uncertainty in the application of section Sections 280G and 4999 of the Code at the time of the initial determination by the Tax Firm hereunderunder this Section 3, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunderunder this Section 3. In the event that it is ultimately determined in accordance with the procedures set forth in Section 2.2(c3(b) that Employee the Executive is required to make a payment of any Excise Tax, the Tax Firm shall reasonably determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Employeethe Executive. In determining the reasonableness of Tax Firm's determinations hereunderunder this Section 3, and the effect thereof, Employee the Executive shall be provided a reasonable opportunity to review such determinations with the Tax Firm and Employeethe Executive's tax counsel. Tax Firm's determinations hereunder, and the Tax Opinion, shall not be deemed reasonable until Employee's reasonable objections and comments thereto have been satisfactorily accommodated by Tax Firm.

Tax Opinion. Subject to the provisions of Section 2.2(c3(b), all determinations required to be made under this Section 2.23, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized big 4 accounting firm or law firm selected by the Company (the "“Tax Firm"”); provided, however, that the Tax Firm shall not determine that no Excise Tax is payable by Employee the Executive unless it delivers to Employee the Executive a written opinion (the "“Tax Opinion"”) that failure to pay the Excise Tax and to report the Excise Tax and the payments potentially subject thereto on or with Employee's the Executive’s applicable federal income tax return will not result in the imposition of an accuracy-related or other penalty on Employeethe Executive. All fees and expenses of the Tax Firm shall be borne solely paid by the Company. Within 15 fifteen (15) business days of the receipt of notice from Employee the Executive that there has been a Payment, or such earlier time as is requested by the Executive or the Company, the Tax Firm shall make all determinations required under this SectionSection 3, shall provide to the Company and Employee the Executive a written report setting forth such determinations, together with detailed supporting calculations, and, if the Tax Firm determines that no Excise Tax is payable, shall deliver the Tax Opinion to Employeethe Executive. Any Gross-Up Payment, as determined pursuant to this SectionSection 4, shall be paid by the Company to Employee the Executive within fifteen (15) days of the receipt of the Tax Firm's ’s determination. Subject to the remainder of this Section 2.23, any determination by the Tax Firm shall be binding upon the Company and Employee; provided, however, that Employee shall only be bound to the extent that the determinations of the Tax Firm hereunder, including the determinations made in the Tax Opinion, are reasonable and reasonably supported by applicable lawExecutive. As a result of the uncertainty in the application of section Sections 280G and 4999 of the Code at the time of the initial determination by the Tax Firm hereunderunder this Section 3, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("“Underpayment"”), consistent with the calculations required to be made hereunderunder this Section 3. In the event that it is ultimately determined in accordance with the procedures set forth in Section 2.2(c3(b) that Employee the Executive is required to make a payment of any Excise Tax, the Tax Firm shall reasonably determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Employeethe Executive. In determining the reasonableness of Tax Firm's ’s determinations hereunderunder this Section 3, and the effect thereof, Employee the Executive shall be provided a reasonable opportunity to review such determinations with the Tax Firm and Employee's the Executive’s tax counsel. Tax Firm's determinations hereunder, and the Tax Opinion, shall not be deemed reasonable until Employee's reasonable objections and comments thereto have been satisfactorily accommodated by Tax Firm.

Tax Opinion. Subject Based upon and subject to the provisions foregoing, we are of Section 2.2(cthe opinion that under current U.S. federal income tax law, although the discussion set forth in the Base Prospectus under the heading “Tax Matters,” as supplemented by the Prospectus Supplement, does not purport to discuss all possible U.S. federal income tax consequences of the purchase, ownership or disposition of the Shares, such discussion constitutes, in all material respects, a fair and accurate summary of the U.S. federal income tax consequences that are anticipated to be material to holders who purchase the Shares pursuant to the Prospectus, subject to the qualifications set forth in such discussion. Negative Assurance We have been orally advised by the staff of the Commission that no stop order suspending the effectiveness of the Registration Statement has been issued and, to our knowledge, no proceedings for that purpose have been instituted or are pending or threatened by the Commission. In addition, we have participated in conferences with officers and other representatives of the Fund, the Investment Adviser, representatives of the independent registered public accounting firm of the Fund and Representatives of the Underwriters and counsel for the Underwriters at which the contents of the Registration Statement, the Prospectus, the Time of Sale Prospectus and related matters were discussed. We do not pass upon, or assume any responsibility for, the accuracy, completeness or fairness of the statements contained or incorporated by reference in the Registration Statement, the Prospectus or the Time of Sale Prospectus and have made no independent check or verification thereof. On the basis of the foregoing, (i) the Registration Statement, at the Effective Time (as defined below), and the Prospectus, as of its date, appeared on their face to be appropriately responsive in all determinations material respects to the requirements of the 1933 Act, the 1933 Act Rules and Regulations, the 1940 Act and the General Rules and Regulations under the 1940 Act (except that in each case we do not express any view as to the financial statements, schedules and other financial information, statistical data and financial projections included or incorporated by reference therein or excluded therefrom or the statements contained in the exhibits to the Registration Statement) and (ii) no facts have come to our attention that have caused us to believe that the Registration Statement, at the Effective Time, contained an untrue statement of a material fact or omitted to state a material fact required to be made under this Section 2.2stated therein or necessary to make the statements therein not misleading, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm or law firm selected by the Company (the "Tax Firm"); provided, however, that the Tax Firm shall not determine that no Excise Tax is payable by Employee unless it delivers Prospectus, as of its date and as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to Employee state a written opinion (material fact necessary in order to make the "Tax Opinion") that failure to pay the Excise Tax and to report the Excise Tax and the payments potentially subject thereto on or with Employee's applicable federal income tax return will not result statements therein, in the imposition of an accuracy-related or other penalty on Employee. All fees and expenses light of the Tax Firm shall be borne solely circumstances under which they were made, not misleading (except that in each case we do not express any view as to the financial statements, schedules and other financial information, statistical data and financial projections included or incorporated by reference therein or excluded therefrom or the Companystatements contained in the exhibits to the Registration Statement). Within 15 business days In addition, on the basis of the receipt foregoing, no facts have come to our attention that have caused us to believe that the Time of notice from Employee Sale Prospectus, as of the Applicable Time (as defined below), contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that there has been a Payment, or such earlier time in each case we do not express any view as is requested by the Company, the Tax Firm shall make all determinations required under this Section, shall provide to the Company financial statements, schedules and Employee a written report setting forth such determinationsother financial information, together with detailed supporting calculations, and, if statistical data and financial projections included or incorporated by reference therein or excluded therefrom or the Tax Firm determines that no Excise Tax is payable, shall deliver statements contained in the Tax Opinion to Employee. Any Gross-Up Payment, as determined pursuant to this Section, shall be paid by the Company to Employee within fifteen days of the receipt of the Tax Firm's determination. Subject exhibits to the remainder of this Section 2.2, any determination by the Tax Firm shall be binding upon the Company and Employee; provided, however, that Employee shall only be bound to the extent that the determinations of the Tax Firm hereunder, including the determinations made in the Tax Opinion, are reasonable and reasonably supported by applicable lawRegistration Statement). As a result of the uncertainty in the application of section 4999 of the Code at the time of the initial determination by the Tax Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that it is ultimately determined in accordance with the procedures set forth in Section 2.2(c) that Employee is required to make a payment of any Excise Tax, the Tax Firm shall reasonably determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Employee. In determining the reasonableness of Tax Firm's determinations hereunder, and the effect thereof, Employee shall be provided a reasonable opportunity to review such determinations with Tax Firm and Employee's tax counsel. Tax Firm's determinations hereunder, and the Tax Opinion, shall not be deemed reasonable until Employee's reasonable objections and comments thereto have been satisfactorily accommodated by Tax Firm.EXHIBIT B OPINION OF THE INVESTMENT ADVISER

Tax Opinion. Subject to the provisions of Section 2.2(c6.2(c), all determinations required to be made under this Section 2.26.2, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm or law firm selected by the Company (the "Tax Firm"); provided, however, that the Tax Firm shall not determine that no Excise Tax is payable by Employee unless it delivers to Employee a written opinion (the "Tax Accounting Opinion") that failure to pay the Excise Tax and to report the Excise Tax and the payments potentially subject thereto on or with Employee's applicable federal income tax return will not result in the imposition of an accuracy-related or other penalty on Employee. All fees and expenses of the Tax Firm shall be borne solely by the Company. Within 15 business days of the receipt of notice from Employee that there has been a Payment, or such earlier time as is requested by the Company, the Tax Firm shall make all determinations required under this SectionSection 6.2, shall provide to the Company and Employee a written report setting forth such determinations, together with detailed supporting calculations, and, if the Tax Firm determines that no Excise Tax is payable, shall deliver the Tax Accounting Opinion to Employee. Any Gross-Up Payment, as determined pursuant to this SectionSection 6.2, shall be paid by the Company to Employee within fifteen days of the receipt of the Tax Firm's determination. Subject to the remainder of this Section 2.26.2, any determination by the Tax Firm shall be binding upon the Company and Employee; provided, however, that Employee shall only be bound to the extent that the determinations of the Tax Firm hereunder, including the determinations made in the Tax Accounting Opinion, are reasonable and reasonably supported by applicable law. As a result of the uncertainty in the application of section Section 4999 of the Code at the time of the initial determination by the Tax Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that it is ultimately determined in accordance with the procedures set forth in Section 2.2(c6.2(c) that Employee is required to make a payment of any Excise Tax, the Tax Firm shall reasonably determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Employee. In determining the reasonableness of Tax Firm's determinations hereunder, and the effect thereof, Employee shall be provided a reasonable opportunity to review such determinations with Tax Firm and Employee's tax counsel. Tax Firm's determinations hereunder, and the Tax Accounting Opinion, shall not be deemed reasonable until Employee's reasonable objections and comments thereto have been satisfactorily accommodated by Tax Firm.

Tax Opinion. Subject to the provisions of Section 2.2(c3(b), all determinations required to be made under this Section 2.23, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized big 4 accounting firm or law firm selected by the Company (the "Tax Firm"); provided, however, that the Tax Firm shall not determine that no Excise Tax is payable by Employee the Executive unless it delivers to Employee the Executive a written opinion (the "Tax Opinion") that failure to pay the Excise Tax and to report the Excise Tax and the payments potentially subject thereto on or with Employeethe Executive's applicable federal income tax return will not result in the imposition of an accuracy-related or other penalty on Employeethe Executive. All fees and expenses of the Tax Firm shall be borne solely paid by the Company. Within 15 fifteen (15) business days of the receipt of notice from Employee the Executive that there has been a Payment, or such earlier time as is requested by the Executive or the Company, the Tax Firm shall make all determinations required under this SectionSection 3, shall provide to the Company and Employee the Executive a written report setting forth such determinations, together with detailed supporting calculations, and, if the Tax Firm determines that no Excise Tax is payable, shall deliver the Tax Opinion to Employeethe Executive. Any Gross-Up Payment, as determined pursuant to this SectionSection 4, shall be paid by the Company to Employee the Executive within fifteen (15) days of the receipt of the Tax Firm's determination. Subject to the remainder of this Section 2.23, any determination by the Tax Firm shall be binding upon the Company and Employee; provided, however, that Employee shall only be bound to the extent that the determinations of the Tax Firm hereunder, including the determinations made in the Tax Opinion, are reasonable and reasonably supported by applicable lawExecutive. As a result of the uncertainty in the application of section Sections 280G and 4999 of the Code at the time of the initial determination by the Tax Firm hereunderunder this Section 3, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunderunder this Section 3. In the event that it is ultimately determined in accordance with the procedures set forth in Section 2.2(c3(b) that Employee the Executive is required to make a payment of any Excise Tax, the Tax Firm shall reasonably determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Employeethe Executive. In determining the reasonableness of Tax Firm's determinations hereunderunder this Section 3, and the effect thereof, Employee the Executive shall be provided a reasonable opportunity to review such determinations with the Tax Firm and Employeethe Executive's tax counsel. Tax Firm's determinations hereunder, and the Tax Opinion, shall not be deemed reasonable until Employee's reasonable objections and comments thereto have been satisfactorily accommodated by Tax Firm.

Tax Opinion. Subject to the provisions of Section 2.2(c4.4(c), all determinations required to be made under this Section 2.24.4, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm or law firm selected by the Company Corporation (the "“Tax Firm"”); provided, however, that the Tax Firm shall not determine that no Excise Tax is payable by Employee Officer unless it delivers to Employee Officer a written opinion (the "“Tax Opinion"”) that failure to pay the Excise Tax and to report the Excise Tax and the payments potentially subject thereto on or with Employee's Officer’s applicable federal income tax return will not result in the imposition of an accuracy-related or other penalty on EmployeeOfficer. All fees and expenses of the Tax Firm shall be borne solely by the CompanyCorporation. Within 15 business days of the receipt of notice from Employee Officer that there has been a Payment, or such earlier time as is requested by the CompanyCorporation, the Tax Firm shall make all determinations required under this SectionSection 4.4, shall provide to the Company Corporation and Employee Officer a written report setting forth such determinations, together with detailed supporting calculations, and, if the Tax Firm determines that no Excise Tax is payable, shall deliver the Tax Opinion to EmployeeOfficer. Any Gross-Up Payment, as determined pursuant to this SectionSection 4.4, shall be paid by the Company Corporation to Employee Officer within fifteen 15 days of the receipt of the Tax Firm's ’s determination. Subject to the remainder of this Section 2.24.4, any determination by the Tax Firm shall be binding upon the Company Corporation and EmployeeOfficer; provided, however, that Employee Officer shall only be bound to the extent that the determinations of the Tax Firm hereunder, including the determinations made in the Tax Opinion, are reasonable and reasonably supported by applicable law. As a result of the uncertainty in the application of section Section 4999 of the Code at the time of the initial determination by the Tax Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company Corporation should have been made ("“Underpayment"”), consistent with the calculations required to be made hereunder. In the event that it is ultimately determined in accordance with the procedures set forth in Section 2.2(c4.4(c) that Employee Officer is required to make a payment of any Excise Tax, the Tax Firm shall reasonably determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Corporation to or for the benefit of EmployeeOfficer. In determining the reasonableness of the Tax Firm's ’s determinations hereunder, and the effect thereof, Employee Officer shall be provided a reasonable opportunity to review such determinations with the Tax Firm and Employee's Officer’s tax counsel. The Tax Firm's ’s determinations hereunder, and the Tax Opinion, shall not be deemed reasonable until Employee's Officer’s reasonable objections and comments thereto have been satisfactorily accommodated by the Tax Firm.

Tax Opinion. Subject to the provisions of Section 2.2(c4.5(c), all determinations required to be made under this Section 2.2Section, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm or law firm selected by the Company Corporation (the "“Tax Firm"”); provided, however, that the Tax Firm shall not determine that no Excise Tax is payable by Employee Officer unless it delivers to Employee Officer a written opinion (the "“Tax Opinion"”) that failure to pay the Excise Tax and to report the Excise Tax and the payments potentially subject thereto on or with Employee's Officer’s applicable federal income tax return will not result in the imposition of an accuracy-related or other penalty on EmployeeOfficer. All fees and expenses of the Tax Firm shall be borne solely by the CompanyCorporation. Within 15 business days of the receipt of notice from Employee Officer that there has been a Payment, or such earlier time as is requested by the CompanyCorporation, the Tax Firm shall make all determinations required under this Section, shall provide to the Company Corporation and Employee Officer a written report setting forth such determinations, together with detailed supporting calculations, and, if the Tax Firm determines that no Excise Tax is payable, shall deliver the Tax Opinion to EmployeeOfficer. Any Gross-Up Payment, as determined pursuant to this SectionSection 4.4, shall be paid by Corporation to Officer within 15 days after the Company to Employee within fifteen days of the Corporation’s receipt of the Tax Firm's ’s determination, provided, however that Corporation shall not be required to make any payment under this Section 4.5(b) unless Officer notifies Corporation not later than six (6) months after the date of Officer’s Payment that such Payment has been made. Subject to the remainder of this Section 2.2Section, any determination by the Tax Firm shall be binding upon the Company Corporation and EmployeeOfficer; provided, however, that Employee Officer shall only be bound to the extent that the determinations of the Tax Firm hereunder, including the determinations made in the Tax Opinion, are reasonable and reasonably supported by applicable law. As a result of the uncertainty in the application of section Section 4999 of the Code at the time of the initial determination by the Tax Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company Corporation should have been made ("“Underpayment"”), consistent with the calculations required to be made hereunder. In the event that it is ultimately determined in accordance with the procedures set forth in Section 2.2(c4.5(c) that Employee Officer is required to make a payment of any Excise Tax, the Tax Firm shall reasonably determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Corporation to or for the benefit of EmployeeOfficer. In determining the reasonableness of the Tax Firm's ’s determinations hereunder, and the effect thereof, Employee Officer shall be provided a reasonable opportunity to review such determinations with the Tax Firm and Employee's Officer’s tax counsel. The Tax Firm's ’s determinations hereunder, and the Tax Opinion, shall not be deemed reasonable until Employee's Officer’s reasonable objections and comments thereto have been satisfactorily accommodated by the Tax Firm.