RVMTP Purchase Agreement PIMCO New York Municipal Income Fund II as Issuer and Banc of America Preferred Funding Corporation as Purchaser and BofA Securities, Inc. as DTC Agent April 17, 2024

SECTION

PAGE

ARTICLE I DEFINITIONS		1
1.1	Incorporation of Certain Definitions by Reference	7
ARTICLE II PURCHASE AND TRANSFERS, COSTS AND EXPENSES; ADDITIONAL FEE; SETTLEMENT		7
2.1	Purchase and Transfer of the RVMTP Shares	7
2.2	Fees	8
2.3	Operating Expenses	8
2.4	Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure	9
2.5	DTC Eligibility and Settlement of RVMTP Shares	10
ARTICLE III CONDITIONS TO EFFECTIVE DATE		11
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE ISSUER		12
4.1	Existence	12
4.2	Authorization; Contravention	12
4.3	Binding Effect	13
4.4	Financial Information	13
4.5	Litigation	13
4.6	Consents	14
4.7	Additional Representations and Warranties	14
4.8	Complete and Correct Information	19
4.9	Offering Memorandum	19
4.10	1940 Act Registration	19
4.11	Effective Leverage Ratio; 1940 Act Asset Coverage	19
4.12	Investments	20
4.13	Due Diligence	20
4.14	Certain Fees	20
4.15	Eligible Assets	20
4.16	Capital Structure	20
ARTICLE V REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER		21
5.1	Existence	21
5.2	Authorization; Contravention	21
5.3	Binding Effect	21
5.4	Own Account	21
5.5	Litigation	22
5.6	Consents	22
5.7	Purchaser Status	22
5.8	Experience of The Purchaser	22
5.9	General Solicitation	22
5.10	Certain Transactions	23
5.11	Certain Fees	23
5.12	Access to Information	23
5.13	Due Diligence	23

ARTICLE VI COVENANTS OF THE ISSUER		23
6.1	Information	23
6.2	No Amendment or Certain Other Actions Without Consent of the Purchaser	26
6.3	Maintenance of Existence	26
6.4	Tax Status of the Issuer	26
6.5	Payment Obligations	27
6.6	Compliance With Law	27
6.7	Maintenance of Approvals: Filings, Etc.	27
6.8	Inspection Rights; Status of Information	27
6.9	1940 Act Registration	28
6.10	Investments	28
6.11	Maintenance of Effective Leverage Ratio	28
6.12	Calculation and Paying Agent	28
6.13	Cooperation in the Sale of the RVMTP Shares	29
6.14	Use of Proceeds	29
6.15	Securities Depository	29
6.16	Future Agreements	29
6.17	Eligible Assets	29
ARTICLE VII MISCELLANEOUS		30
7.1	Notices	30
7.2	No Waivers	31
7.3	Expenses and Indemnification	31
7.4	Amendments and Waivers	34
7.5	Successors and Assigns	34
7.6	Term of this Agreement	34
7.7	Governing Law	35
7.8	Waiver of Jury Trial	35
7.9	Counterparts	35
7.10	Beneficiaries	35
7.11	Entire Agreement	35
7.12	Relationship to the Statement	36
7.13	Confidentiality	36
7.14	Severability	38
7.15	Consent Rights of the Majority Participants to Certain Actions.	38
7.16	No Individual Liability	40

SCHEDULE 1		Schedule 1
SCHEDULE 2		Schedule 2
ANNEX A		Annex A
EXHIBIT A	FORMS OF OPINIONS OF COUNSEL FOR THE ISSUER	A-1
EXHIBIT A-1	FORM OF CORPORATE AND 1940 ACT OPINION	A-1-1
EXHIBIT A-2	FORM OF TAX OPINION	A-2-1
EXHIBIT A-3	FORM OF OPINION OF COUNSEL FOR THE CALCULATION AND PAYING AGENT	A-3-1
EXHIBIT B	ELIGIBLE ASSETS	B-1
EXHIBIT C	TRANSFEREE CERTIFICATE	C-1
EXHIBIT D	INFORMATION TO BE PROVIDED BY THE ISSUER	D-1

1.1	Incorporation of Certain Definitions by Reference

2.1	Purchase and Transfer of the RVMTP Shares

(a)

On the Effective Date, the Purchaser will acquire 500 RVMTP Shares sold on initial issuance in a transaction (which, based upon the representations of the Issuer and the Purchaser herein, is exempt from registration under the Securities Act), by payment of the Purchase Price in immediately available funds to the Issuer, with such issuance effected through the Securities Depository.

(b)

The Purchaser agrees that it may make offers and sales of the RVMTP Shares in compliance with the Securities Act and applicable state securities laws only to Persons that are (1)(i)  QIBs that are registered closed-end management investment companies, the common shares of which are traded on a national securities exchange ("Closed-End Funds"), banks or entities that are 100% direct or indirect subsidiaries of banks' publicly traded holding company (collectively, "Banks"), insurance companies or registered open-end management investment companies, (ii) tender option bond trusts (or similar vehicles) in which all investors are QIBs that are Closed-End Funds, Banks, insurance companies or registered open-end management investment companies, in each case with respect to clauses (i) and (ii), in accordance with Rule 144A under the Securities Act or pursuant to another available exemption from registration under the Securities Act, in a manner not involving a public offering within the meaning of Section 4(a)(2) of the Securities Act, or (iii) other investors with the prior written consent of the Issuer and (2) unless the prior written consent of the Issuer has been obtained, not PIMCO Persons if such PIMCO Persons would, after such sale and transfer, own more than 20% of the Outstanding RVMTP Shares.  Any transfer in violation of the foregoing restrictions shall be void ab initio.  In connection with any transfer of the RVMTP Shares, each transferee (other than in the case of a tender option bond trust (or similar vehicle) in which the Purchaser holds 100% of the residual certificate interest, the depositor or trustee or other Person thereunder acting on behalf of such transferee) will be required to deliver to the Issuer a transferee certificate set forth as Exhibit C to this Agreement.  The foregoing restrictions on transfer shall not apply to any RVMTP Shares registered under the Securities Act pursuant to the Registration Rights Agreement or any subsequent transfer of such RVMTP Shares thereafter.

2.2

Fees

2.3	Operating Expenses

2.4	Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure

2.5	DTC Eligibility and Settlement of RVMTP Shares

(a)

The Issuer hereby appoints and directs BofA Securities, Inc. to act as the DTC Agent hereunder in accordance with the terms of this Section 2.5, and BofA Securities, Inc. ▇▇▇▇▇▇ accepts such appointment.

(b)

On the Effective Date, the Purchaser shall cause an amount equal to the Purchase Price, to be deposited to the Issuer's account by wire transfer in accordance with the wire transfer instructions set forth on Annex A attached hereto.  Upon confirmation of receipt of the Purchase Price by the Issuer in accordance with the preceding sentence, the Issuer shall grant authorization to proceed with the closing.  Upon closing, the Global RVMTP Shares will be credited directly to the Purchaser's account detailed in Schedule 2 hereto (the "Global RVMTP Shares Account") via free delivery by DTC.  Such delivery shall be accepted by the DTC Participants through DTC no later than 3:30p.m. New York City time on the Effective Date.  Acceptance of such delivery may be deemed to occur upon receipt by the Issuer of a notice of settlement from DTC through the systems of DTC.

(c)

The DTC Agent has taken the following actions in accordance with the terms hereof at the request of the Issuer in order to facilitate the delivery of the Global RVMTP Shares via the DTC book entry system: obtained CUSIP in respect of the RVMTP Shares; coordinated setup of CUSIP on relevant Bloomberg systems; completed DTC eligibility application for Global RVMTP Shares for DTC's book entry system; delivered DTC blanket letter of representations to DTC on behalf of Issuer with respect to the Global RVMTP Shares; and coordinated with DTC to confirm DTC has received relevant materials from the Issuer for the transaction and that DTC has approved settlement of the transaction via DTC's book entry system.  The Issuer has cooperated with the DTC Agent in performance of these actions and agrees to reasonably cooperate with the DTC Agent in all other actions necessary in connection with the performance of the DTC Agent's duties under this Agreement.

(d)

On the Effective Date the DTC Agent will coordinate with DTC in connection with the delivery of the Global RVMTP Shares as contemplated in this Agreement, including, liaising with DTC on a closing call to be held on the Effective Date.

(e)

(i) The Issuer and the DTC Agent agree that the DTC Agent has undertaken the duties described above solely as a "Clearing DTC Participant" and not as an "underwriter" (as defined in Section 2(a)(11) of the Securities Act) or placement agent.

(f)

The DTC Agent represents and warrants with respect to itself, as of the date hereof and as of the Effective Date, to the Issuer as follows: the DTC Agent has confirmed that CUSIP has established a "fixed field" attached to the CUSIP number for the Series 2054 RVMTP Shares containing the "144A" indicator.

(a)

this Agreement shall have been duly executed and delivered by the parties hereto;

(b)

the RVMTP Shares shall have a long-term issue credit rating of at least AA (or its equivalent) from at least one Rating Agency on the Effective Date;

(c)

receipt by the Purchaser of executed originals, or copies certified by a duly authorized officer of the Issuer to be in full force and effect and not otherwise amended, of all Related Documents (other than the global shares representing the RVMTP Shares), as in effect on the Effective Date, and an incumbency certificate with respect to the authorized signatories thereto;

(d)

receipt by the Purchaser of opinions of counsel for the Issuer, substantially to the effect of Exhibit A;

(e)

receipt by the Purchaser of an opinion of counsel for the Calculation and Paying Agent substantially to the effect of Exhibit A-3 which opinion may be delivered by external counsel or in-house counsel to the Calculation and Paying Agent;

(f)

except as disclosed in the Offering Memorandum, there shall not be any pending or threatened material litigation of the nature described in Section 4.5 (unless such pending or threatened litigation has been determined by the Purchaser to be acceptable);

(g)

any of the fees and expenses invoiced no later than two days prior to the Effective Date pursuant to clause (i) of Section 2.2 hereof shall have been paid;

(h)

the Purchaser, in its reasonable discretion, shall be satisfied that no change in law, rule or regulation (or their interpretation or administration), in each case, shall have occurred which will adversely affect the consummation of the transaction contemplated by this Agreement;

(i)

there shall have been delivered to the Purchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant; and

(j)

there shall have been delivered to the Purchaser such information and copies of documents, approvals (if any) and records certified, where appropriate, of trust proceedings as the Purchaser may have reasonably requested relating to the Issuer's entering into and performing this Agreement and the other Related Documents to which it is a party, and the transactions contemplated hereby and thereby.

4.1

Existence

4.2	Authorization; Contravention

4.3	Binding Effect

4.4	Financial Information

4.5	Litigation

4.6

Consents

4.7	Additional Representations and Warranties

(a)

The Series 2054 RVMTP Shares conform in all material respects to those set forth in the Statement attached to the Offering Memorandum.

(b)

As of the Date of Original Issue, the Series 2054 RVMTP Shares satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act, and no securities of the same class (within the meaning of Rule 144A(d)(3) under the Securities Act) as the Series 2054 RVMTP Shares are listed on any national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended, or quoted in a U.S. automated inter-dealer quotation system.

(c)

Assuming the accuracy of the representations and warranties of the Purchaser set forth herein, neither the Issuer, nor, to the Issuer's knowledge, any Person acting on its behalf, has, directly or indirectly, made offers or sales of any security (as defined in the Securities Act), or solicited offers to buy any security, under circumstances that would require the registration of the Series 2054 RVMTP Shares under the Securities Act.

(d)

If the Issuer establishes a Bloomberg screen for the RVMTP Shares, the Issuer will request that ▇▇▇▇▇▇▇▇▇, L.P. include the following (or similar) language on each Bloomberg screen containing information about the Series 2054 RVMTP Shares:

(i)

the "Note Box" on the bottom of the "Security Display" page describing the Series 2054 RVMTP Shares will state: "Iss'd Under 144A."

(ii)

the "Security Display" page will have flashing a red indicator "See Other Available Information."

(iii)

the indicator will link to the "Additional Security Information" page, which will state that the securities are being offered in reliance on the exemption from registration under Rule 144A of the Securities Act to persons who are qualified institutional buyers (as defined in Rule 144A under the Securities Act).

(e)

The Issuer's authorized equity capitalization is as set forth, or incorporated by reference, in the Offering Memorandum; the equity capital of the Issuer conforms in all material respects to the description thereof contained, or incorporated by reference, in the Offering Memorandum; all outstanding Common Shares have been duly authorized and validly issued and are fully paid and, except as set forth in the Offering Memorandum, nonassessable; and, except as set forth in the Offering Memorandum, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Issuer are outstanding.

(f)

The statements in the Offering Memorandum under the headings “Anti-Takeover and Other Provisions of the Declaration of Trust”, “Description of Capital Structure”, and “Tax Matters” insofar as such statements summarize matters of United States federal law, agreements, documents or proceedings discussed therein, are accurate and fair summaries in all material respects of such matters, agreements, documents or proceedings.

(g)

Each of the filings with the Securities and Exchange Commission that it is required to make under the 1940 Act (each such filing, a "1940 Act Document") complies in all material respects with the requirements of the 1940 Act, and each 1940 Act Document did not at the time of filing with the Securities and Exchange Commission include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(h)

No consent, approval, authorization, filing with or order of any court or governmental agency or body is required by the Issuer in connection with the transactions contemplated in this Agreement, the Calculation and Paying Agent Agreement, the Statement and the Offering Memorandum (collectively, the "Issuer Agreements"), except such as have been made or obtained under Blue Sky laws of the various states and foreign jurisdictions, the Securities Act, the 1940 Act and the rules and regulations of the Financial Industry Regulatory Authority, Inc., and except where the failure to obtain such consent, approval, authorization, order, permit or qualification would not have an Issuer Material Adverse Effect.

(i)

None of the execution, delivery or performance of any of the Issuer Agreements, nor the consummation of the transactions herein or therein contemplated, nor the fulfillment of the terms hereof or thereof, conflict with, result in a breach or violation of, or require or result in imposition of any material lien, charge or encumbrance upon any property or assets of the Issuer pursuant to, (i) the Declaration or the Statement, or (ii) the terms of any material indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Issuer is a party or by which it is bound or to which its property is subject, or materially violates or will materially violate any material statute, law, rule, regulation, judgment, order or decree applicable to the Issuer of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Issuer or any of its properties.

(j)

The Issuer is not in violation or default of any provision of its Declaration or the Statement, or in material violation of (i) the terms of any material indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject or (ii) any material statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Issuer or any of its properties, except in the case of clause (i) where such violation or default would not have an Issuer Material Adverse Effect.

(k)

Since the date as of which information is given in the Offering Memorandum, except as otherwise stated therein, (i) no transaction or event has occurred and no change has occurred in the condition (financial or otherwise) or operations of the Issuer that would materially and adversely affect its ability to perform its obligations under this Agreement and the other Related Documents to which it is a party or by which it is bound and (ii) there have been no transactions entered into by the Issuer which are material to the Issuer other than those in the ordinary course of its business or as described or contemplated in the Offering Memorandum (and any amendment or supplement thereto).

(l)

Pricewaterhouse Coopers LLP, an independent registered public accounting firm, previously audited the Issuer's financial statements dated December 31, 2023.  Pricewaterhouse Coopers LLP has delivered its reports with respect to the audited financial statements included or incorporated by reference in the Offering Memorandum.

(m)

The Issuer's trustees and officers errors and omissions insurance policy and its fidelity bond required by Rule 17g-1 under the 1940 Act are in full force and effect; the Issuer is in compliance with the terms of such policy and fidelity bond in all material respects; and there are no claims by the Issuer under any such policy or fidelity bond as to which any insurance company is denying liability or defending under a reservation of rights clause; the Issuer has not been refused any insurance coverage sought or applied for; and the Issuer has no reason to believe that it will not be able to renew its existing insurance coverage and fidelity bond as and when such coverage and fidelity bond expires or to obtain similar coverage and fidelity bond from similar insurers as may be necessary to continue its business at a cost that would not have a material adverse effect on the condition (financial or otherwise), business prospects, earnings, business, properties, net assets or results of operations of the Issuer (other than as a result of a change in the financial markets generally), whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Offering Memorandum.

(n)

The Issuer possesses all licenses, certificates, permits and other authorizations issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct its business, and the Issuer has not received any notice of proceedings relating to the revocation or modification of any such license, certificate, permit or authorization which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on the condition (financial or otherwise), business prospects, earnings, business or properties of the Issuer (other than as a result of a change in the financial markets generally), whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Offering Memorandum.

(o)

The Issuer maintains and will maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management's general or specific authorization and with the investment objectives, policies and restrictions of the Issuer and the applicable requirements of the 1940 Act and the Code; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with accounting principles generally accepted in the United States, to calculate net asset value, to maintain accountability for assets and to maintain material compliance with the books and records requirements under the 1940 Act; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.  The Issuer employs "internal controls over financial reporting" (as such term is defined in Rule 30a-3 under the 1940 Act) and such internal controls over financial reporting are effective as required the 1940 Act.  The Issuer is not aware of any material weakness in its internal controls over financial reporting.

(p)

The Issuer maintains "disclosure controls and procedures" (as such term is defined in Rule 30a-3 under the 1940 Act); such disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the registrant is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

(q)

Except as described in the Offering Memorandum, the Issuer has not taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in a violation of federal securities laws or in stabilization or manipulation of the price of any security of the Issuer to facilitate the resale of the Series 2054 RVMTP Shares, and the Issuer is not aware of any such action taken or to be taken by any affiliates of the Issuer.

(r)

Each of the Custodian Agreement between the Issuer and State Street Bank and Trust Company, dated as of June 27, 2002, as amended, the Investment Management Agreement between the Issuer and the Investment Manager, dated as of September 5, 2014, as amended (the "Investment Management Agreement"), and the Calculation and Paying Agent Agreement between the Issuer and the Calculation and Paying Agent, dated as of April 17, 2024 complies in all material respects with all applicable provisions of the 1940 Act, the Advisers Act, and the Issuer's trustees and the Issuer's shareholders have approved the Investment Management Agreement in accordance with Sections 15(a) and (c) of the 1940 Act.

(s)

Except as set forth or incorporated by reference in the Offering Memorandum, no trustee of the Issuer is an "interested person" (as defined in the 1940 Act) of the Issuer.

(t)

The Issuer has filed all foreign, federal, state and local tax returns required to be filed or has properly requested extensions thereof (except in any case in which the failure so to file would not have an Issuer Material Adverse Effect (other than as a result of a change in the financial markets generally), whether or not arising from transactions in the ordinary course of business, except as set forth or incorporated by reference in or contemplated in the Offering Memorandum) and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as would not have an Issuer Material Adverse Effect (other than as a result of a change in the financial markets generally), whether or not arising from transactions in the ordinary course of business, except as set forth or incorporated by reference in or contemplated in the Offering Memorandum; and the Issuer has been and is currently in compliance with the requirements of Subchapter M of the Code to qualify as a regulated investment company under the Code.

(u)

There are no transfer taxes or other similar fees or charges under federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement.

(v)

The Issuer has adopted and implemented written policies and procedures reasonably designed to prevent violation of the Federal Securities Laws (as that term is defined in Rule 38a-1 under the 1940 Act) by the Issuer, including policies and procedures that provide oversight of compliance by each investment adviser and transfer agent of the Issuer.

(w)

The offering of the Series 2054 RVMTP Shares in the manner contemplated by the Offering Memorandum has been conducted in a manner by the Issuer and its agents so as not to violate any applicable federal securities laws, including the 1940 Act, the Advisers Act, or any applicable state laws.

4.8	Complete and Correct Information

4.9	Offering Memorandum

4.10	1940 Act Registration

4.11	Effective Leverage Ratio; 1940 Act Asset Coverage

4.12	Investments

4.13	Due Diligence

4.14	Certain Fees

4.15	Eligible Assets

4.16	Capital Structure

5.1

Existence

5.2	Authorization; Contravention

5.3	Binding Effect

5.4	Own Account

5.5	Litigation

5.6

Consents

5.7	Purchaser Status

5.8	Experience of The Purchaser

5.9	General Solicitation

5.10	Certain Transactions

5.11	Certain Fees

5.12	Access to Information

5.13	Due Diligence

(a)

notice of any change in, or suspension or termination of, the ratings on the RVMTP Shares by any Rating Agency (and any corresponding change in the Rating Agency Guidelines applicable to the RVMTP Shares associated with any such change in the rating from any Rating Agency) or any change of a Rating Agency rating the RVMTP Shares as promptly as practicable upon the Issuer having knowledge of the occurrence thereof;

(b)

notice of any redemption or other repurchase by the Issuer of any or all of the RVMTP Shares as provided in the Statement;

(c)

subject to Section 6.2, notice of any proposed amendments to any of the Related Documents at such time as the amendments are sent to other third parties (other than the Board of Trustees) whose approval is required for such amendment and in any event not less than ten (10) Business Days prior to the effectiveness of any proposed amendment and copies of all actual amendments thereto within ten (10) Business Days of being signed or, in each case, as provided in the relevant document;

(d)

notice of any missed, reduced or deferred dividend payment on the RVMTP Shares that remains uncured for more than three (3) Business Days as soon as reasonably practicable, but in no event later than one (1) Business Day after expiration of the foregoing grace period;

(e)

notice of the failure to make any deposit provided for under Section 2.6(e) of the Statement in respect of a properly noticed redemption as soon as reasonably practicable, but in no event later than two (2) Business Days after discovery of such failure to make any such deposit;

(f)

notice of non-compliance with the Rating Agency Guidelines (if applicable) for more than five (5) Business Days as soon as reasonably practicable upon the Issuer having actual knowledge of such non-compliance, but in no event later than two (2) Business Days after expiration of the foregoing grace period;

(g)

if (i) the Issuer provides a Notice of Taxable Allocation to the Calculation and Paying and Paying Agent pursuant to Section 2.11(a) of the Statement, the Notice of Taxable Allocation prior to the Dividend Period with respect to which the Notice of Taxable Allocation relates, (ii) the Issuer makes a Taxable Allocation via an Additional Amount Payment (or an Additional State Amount Payment, as applicable) pursuant to Section 2.11(b) of the Statement, a notice to the Purchaser delivered as soon as practicable following the Issuer becoming aware of such Taxable Allocation, or (iii) the Issuer otherwise directs the Calculation and Paying Agent to send an Additional Amount Payment (or an Additional State Amount Payment, as applicable) to any Holders in respect of a Taxable Allocation pursuant to Section 2.11(c) of the Statement, a notice to be delivered as soon as practicable following the Issuer becoming aware of such Taxable Allocation;

(h)

notice of any replacement of any investment adviser or sub-adviser, if any, of the Issuer within two (2) Business Days after a resignation or a notice of removal has been sent by or to any investment adviser or sub-adviser;

(i)

notice no later than two (2) Business Days after the occurrence thereof of (i) the failure of the Issuer to pay the amount due on any "senior securities" (as defined under the 1940 Act) or other debt at the time outstanding (other than the RVMTP Shares), and any period of grace or cure with respect thereto shall have expired; (ii) the failure of the Issuer to pay, or the Issuer admitting in writing its inability to pay, its debts generally as they become due; or (iii) the failure of the Issuer to pay accumulated dividends on any Preferred Shares (other than the RVMTP Shares) ranking pari passu with the RVMTP Shares, and any period of grace or cure with respect thereto shall have expired;

(j)

notice of a material breach of any representation, warranty or covenant of the Issuer contained in this Agreement, the Registration Rights Agreement or the Statement, in each case, only if any officer of the Issuer has actual knowledge of such breach as soon as reasonably practicable, but in no event later than five (5) Business Days, after knowledge of any officer of the Issuer or the Investment Manager;

(k)

notice of any litigation, administrative proceeding or business development which may reasonably be expected to materially adversely affect the Issuer's business, properties or affairs or the ability of the Issuer to perform its obligations as set forth hereunder or under any of the Related Documents to which it is a party as soon as reasonably practicable, but in no event later than ten (10) days after knowledge of any officer of the Issuer thereof;

(l)

unless such information constitutes material non-public information, within seven (7) Business Days after the last day of each month a statement (which may be included with the information provided pursuant to Sections 6.1(n) and 6.1(o) below) indicating the number of outstanding preferred shares of the Issuer together with the amount of any increase or decrease in such number since the prior monthly statement;

(m)

upon request of the Purchaser, copies of all certificates that the Issuer has delivered to any Rating Agency pursuant to the respective Rating Agency Guidelines (if applicable) regarding the 1940 Act Asset Coverage and all related calculations at such times and containing such information as set forth in the respective Rating Agency Guidelines (if applicable) as soon as reasonably practicable after such certificates have been sent;

(n)

within seven (7) Business Days after the last day of each month, a report of portfolio holdings of the Issuer as of the close of business of the last Business Day of such month, prepared on a basis substantially consistent with the periodic reports of portfolio holdings of the Issuer prepared for financial reporting purposes;

(o)

within seven (7) Business Days after the last day of each month, the information set forth in Exhibit D to this Agreement and a calculation of the Effective Leverage Ratio, the 1940 Act Asset Coverage and the Additional Asset Coverage of the Issuer as of the close of business of the last Business Day of such month; and upon the failure of the Issuer to maintain 1940 Act Asset Coverage or Additional Asset Coverage as provided in Section 2.4(a) of the Statement or the Effective Leverage Ratio as required by Section 2.4(c) of the Statement, notice of such failure within two (2) Business Days of the occurrence thereof; and

(p)

from time to time such additional information regarding the financial position, results of operations or prospects of the Issuer as the Purchaser may reasonably request including, without limitation, copies of all offering memoranda or other offering material with respect to the sale of any securities of the Issuer as soon as reasonably practicable, but in no event later than twenty (20) calendar days after a request.

6.2	No Amendment or Certain Other Actions Without Consent of the Purchaser

6.3	Maintenance of Existence

6.4	Tax Status of the Issuer

6.5	Payment Obligations

6.6	Compliance With Law

6.7	Maintenance of Approvals: Filings, Etc.

6.8	Inspection Rights; Status of Information

6.9	1940 Act Registration

6.10	Investments

6.11	Maintenance of Effective Leverage Ratio

6.12	Calculation and Paying Agent

6.13	Cooperation in the Sale of the RVMTP Shares

6.14	Use of Proceeds

6.15	Securities Depository

6.16	Future Agreements

6.17	Eligible Assets

7.1

Notices

(a)

if to the Issuer:

(b)

if to the Purchaser or to the DTC Agent, care of the Purchaser: