Common use of Conditions of Offering Clause in Contracts

Conditions of Offering. The Offering will be subject to issuance and delivery of the Shares by the Fund in compliance with the Selling Agreement and the Escrow Agreement, and will be subject to the issuance of the approving opinion of counsel for the Fund and to satisfaction or waiver of other conditions set forth in the Selling Agreement. McKenna Securities Company as lead Dealer Manager ("McKenna") will ad▇▇▇▇ ▇▇e Dealer by telefax, telegram, telex or other ▇▇▇▇ ▇f written communication (a "DEALER NOTICE") of the particular method of consummation of the Offering and any supplementary terms and conditions of the Offering which, to the extent such supplementary terms and conditions are inconsistent with any provision herein, shall supersede any such provision. Unless otherwise indicated in any such Dealer Notice, communications by the Dealer with respect to any Offering should be sent to the McKenna at its address given herein. McKenna reserves the right to re▇▇▇▇ ▇▇y subscription in whole or in ▇▇▇▇. The Public Offering price of the Shares shall be as indicated in the following table, and McKenna will disburse the sales commission indicated in the following ▇▇▇▇▇ to the Dealer: SHARES PURCHASED PRICE PER SHARE DEALER SALES COMMISSION 100 to 29,999 $10.00 .60 25,000 to 49,999 9.90 .50 50,000 to 74,999 9.80 .40 75,000 to 99,999 9.70 .30 100,000 to 499,999 9.60 .20 500,000 or more 9.20 .00 In connection with any sales of shares hereunder, the Dealer shall tender a Subscription Agreement completed by the Purchaser of such shares, in the Form of Appendix A to the Prospectus and shall tender payment for shares subscribed for thereby, in each case in accordance with the Prospectus and the Escrow Agreement, a copy of which has been furnished or made available to the Dealer. All checks will be payable to the Escrow Agent. Payment of sales commissions for Shares sold by a Dealer is to be made at the offices of McKenna by certified or official bank checks issued by the Escrow Age▇▇ ▇▇▇ the account of the Fund in immediately available funds payable as instructed by McKenna in accordance with the terms of this agreement, as amended or ▇▇▇▇▇▇mented, for the benefit of the Dealers individually with respect to the amount sold by each Dealer.

Conditions of Offering. The Offering will be subject to issuance and delivery of the Shares by the Fund in compliance with the Selling Agreement and the Escrow Agreement, and will be subject to the issuance of the approving opinion of counsel for the Fund and to satisfaction or waiver of other conditions set forth in the Selling Agreement. McKenna Securities Company as lead Dealer Manager ("McKenna") will ad▇▇▇▇ ▇▇e Dealer by telefax, telegram, telex or other ▇▇▇▇ ▇f written communication (a "DEALER NOTICE") of the particular method of consummation of the Offering and any supplementary terms and conditions of the Offering which, to the extent such supplementary terms and conditions are inconsistent with any provision herein, shall supersede any such provision. Unless otherwise indicated in any such Dealer Notice, communications by the Dealer with respect to any Offering should be sent to the McKenna at its address given herein. McKenna reserves the right to re▇▇▇▇ ▇▇y subscription in whole or in ▇▇▇▇. The Public Offering price of the Shares shall be as indicated in the following table, and McKenna will disburse the sales commission indicated in the following ▇▇▇▇▇ to the Dealer: SHARES PURCHASED PRICE PER SHARE DEALER SALES COMMISSION 100 to 29,999 $10.00 .60 25,000 to 49,999 9.90 .50 50,000 to 74,999 9.80 .40 75,000 to 99,999 9.70 .30 100,000 to 499,999 9.60 .20 500,000 or more 9.20 .00 In connection with any sales of shares hereunder, the Dealer shall tender a Subscription Agreement completed by the Purchaser of such shares, in the Form of Appendix A to the Prospectus and shall tender payment for shares subscribed for thereby, in each case in accordance with the Prospectus and the Escrow Agreement, a copy of which has been furnished or made available to the Dealer. All checks will be payable to the Escrow Agent. Payment of sales commissions for Shares sold by a Dealer is to be made at the offices of McKenna by certified or official bank checks issued by the Escrow Age▇▇ ▇▇▇ the account of the Fund in immediately available funds payable as instructed by McKenna in accordance with the terms of this agreement, as amended or ▇▇▇▇▇▇mented, for the benefit of the Dealers individually with respect to the amount sold by each Dealer.