Other changes include the following:

       The conditions under which the Advisor would receive a disposition fee were clarified by providing a bright-line test. The previous agreement provided that the Company would pay the Advisor a disposition fee on asset sales but excluded a large portfolio sale or sale of the Company itself. A large portfolio sale accomplished through the systematic liquidation of the portfolio in a large number of transactions would entitle the Advisor to the disposition fee. The Agreement addresses how to distinguish between a portfolio sale accomplished in a small number of transactions (but not all at once and which would not entitle the Advisor to a disposition fee) and one accomplished through a larger number of transactions (the latter of which would entitle the Advisor to disposition fees). The Agreement provides that a liquidation of all or substantially all of the Company's assets effected in a transaction or series of transactions with three or fewer buyers or their affiliates that are closed in a period of a year or less would not entitle the Advisor to earn a disposition fee.

       In calculating "Net Asset Value," debt not used for investment purposes was formerly excluded (on the theory that the Advisor had no control over such debt, e.g., the board of directors deciding to issue debt to finance the repurchase of shares). The revised definition includes such debt in the calculation of "Net Asset Value." "Net Asset Value" is used in calculating the limitation on Asset Management Fees, and including all such debt puts a stricter limit on the amount of the Advisor's Asset Management Fee.