<DOCUMENT>
<TYPE>EX-99.(H)
<SEQUENCE>7
<FILENAME>b55027a1exv99wxhy.txt
<DESCRIPTION>FORM OF PURCHASE AGREEMENT
<TEXT>
<PAGE>

                                                                     Exhibit (h)

                                                            CC US DRAFT 05/11/05


              Eaton Vance Tax-Managed Buy-Write Opportunities Fund
                        (a Massachusetts business trust)

                      Common Shares of Beneficial Interest
                                ($0.01 Par Value)

                           FORM OF PURCHASE AGREEMENT

                                                                June [___], 2005

Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
            Incorporated
[other co-managers]


c/o Merrill Lynch, Pierce, Fenner & Smith
                Incorporated
4 World Financial Center
New York, New York 10080

Ladies and Gentlemen:

         Each of Eaton Vance Tax-Managed Buy-Write Opportunities Fund, a
Massachusetts business trust (the "Fund"), the Fund's investment adviser, Eaton
Vance Management, a Massachusetts business trust ("Eaton Vance" or the
"Investment Adviser"), the Fund's sub-adviser, Parametric Portfolio Associates
LLC, a [_____] limited liability company ("Parametric") and the Fund's
sub-adviser, Rampart Investment Management Company, Inc., a [_______]
corporation ("Rampart"; and together with Parametric, the "Sub-Advisers" and
each a "Sub-Adviser"; and together with Eaton Vance and Parametric, the
"Investment Advisers"), confirm their agreement with Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), [other
co-managers] and each of the other Underwriters named in Schedule A hereto
(collectively, the "Underwriters," which term shall also include any underwriter
substituted as hereinafter provided in Section 10 hereof), for whom Merrill
Lynch and [other co-managers] are acting as representatives (in such capacity,
the "Representatives"), with respect to the issue and sale by the Fund and the
purchase by the Underwriters, acting severally and not jointly, of the
respective number of common shares of beneficial interest, $0.01 par value, of
the Fund ("Common Shares") set forth in said Schedule A, and with respect to the
grant by the Fund to the Underwriters, acting severally and not jointly, of the
option described in Section 2(b) hereof to purchase all or any part of [______]
additional Common Shares to cover overallotments, if any. The aforesaid [______]
Common Shares (the "Initial Securities") to be purchased by the Underwriters and
all or any part of the [______] Common Shares subject to the option described in
Section 2(b) hereof (the "Option Securities") are hereinafter called,
collectively, the "Securities."

         The Fund understands that the Underwriters propose to make a public
offering of the Securities as soon as the Representatives deem advisable after
this Agreement has been executed and delivered.

         The Fund has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form N-2 (No. 333-123770 and No.
811-21735) covering the registration of the Securities under the Securities Act
of 1933, as amended (the "1933 Act"), including the related preliminary
prospectus or prospectuses, and a notification on Form N-8A of registration of
the Fund as an investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"), and the

<PAGE>

rules and regulations of the Commission under the 1933 Act and the 1940 Act (the
"Rules and Regulations"). Promptly after execution and delivery of this
Agreement, the Fund will either (i) prepare and file a prospectus in accordance
with the provisions of Rule 430A ("Rule 430A") of the Rules and Regulations and
paragraph (c) or (h) of Rule 497 ("Rule 497") of the Rules and Regulations or
(ii) if the Fund has elected to rely upon Rule 434 ("Rule 434") of the Rules and
Regulations, prepare and file a term sheet (a "Term Sheet") in accordance with
the provisions of Rule 434 and Rule 497. The information included in any such
prospectus or in any such Term Sheet, as the case may be, that was omitted from
such registration statement at the time it became effective but that is deemed
to be part of such registration statement at the time it became effective, if
applicable, (a) pursuant to paragraph (b) of Rule 430A is referred to as "Rule
430A Information" or (b) pursuant to paragraph (d) of Rule 434 is referred to as
"Rule 434 Information." Each prospectus used before such registration statement
became effective, and any prospectus that omitted, as applicable, the Rule 430A
Information or the Rule 434 Information, that was used after such effectiveness
and prior to the execution and delivery of this Agreement, including in each
case any statement of additional information incorporated therein by reference,
is herein called a "preliminary prospectus." Such registration statement,
including the exhibits thereto and schedules thereto at the time it became
effective and including the Rule 430A Information and the Rule 434 Information,
as applicable, is herein called the "Registration Statement." Any registration
statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein
referred to as the "Rule 462(b) Registration Statement," and after such filing
the term "Registration Statement" shall include the Rule 462(b) Registration
Statement. The final prospectus in the form first furnished to the Underwriters
for use in connection with the offering of the Securities, including the
statement of additional information incorporated therein by reference, is herein
called the "Prospectus." If Rule 434 is relied on, the term "Prospectus" shall
refer to the preliminary prospectus dated May [__], 2005 together with the Term
Sheet and all references in this Agreement to the date of the Prospectus shall
mean the date of the Term Sheet. For purposes of this Agreement, all references
to the Registration Statement, any preliminary prospectus, the Prospectus or any
Term Sheet or any amendment or supplement to any of the foregoing shall be
deemed to include the copy filed with the Commission pursuant to its Electronic
Data Gathering, Analysis and Retrieval system ("EDGAR").

         All references in this Agreement to financial statements and schedules
and other information which is "contained," "included" or "stated" in the
Registration Statement, any preliminary prospectus or the Prospectus (or other
references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information which is incorporated
by reference in the Registration Statement, any preliminary prospectus or the
Prospectus, as the case may be.

SECTION 1. Representations and Warranties.

         (a) Representations and Warranties by the Fund and the Investment
Advisers. The Fund and the Investment Advisers jointly and severally represent
and warrant to each Underwriter as of the date hereof, as of the Closing Time
referred to in Section 2(c) hereof, and as of each Date of Delivery (if any)
referred to in Section 2(b) hereof, and agree with each Underwriter, as follows:

                  (i) Compliance with Registration Requirements. Each of the
         Registration Statement and any Rule 462(b) Registration Statement has
         become effective under the 1933 Act and no stop order suspending the
         effectiveness of the Registration Statement or any Rule 462(b)
         Registration Statement has been issued under the 1933 Act, or order of
         suspension or revocation of registration pursuant to Section 8(e) of
         the 1940 Act, and no proceedings for any such purpose have been
         instituted or are pending or, to the knowledge of the Fund or the
         Investment Advisers, are contemplated by the Commission, and any
         request on the part of the Commission for additional information has
         been complied with.

                  At the respective times the Registration Statement, any Rule
         462(b) Registration Statement and any post-effective amendments thereto
         became effective and at the Closing Time

                                       2

<PAGE>

         (and, if any Option Securities are purchased, at the Date of Delivery),
         the Registration Statement, the Rule 462(b) Registration Statement, the
         notification of Form N-8A and any amendments and supplements thereto
         complied and will comply in all material respects with the requirements
         of the 1933 Act, the 1940 Act and the Rules and Regulations and did not
         and will not contain an untrue statement of a material fact or omit to
         state a material fact required to be stated therein or necessary to
         make the statements therein not misleading. Neither the Prospectus nor
         any amendments or supplements thereto, at the time the Prospectus or
         any such amendment or supplement was issued and at the Closing Time
         (and, if any Option Securities are purchased, at the Date of Delivery),
         included or will include an untrue statement of a material fact or
         omitted or will omit 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. If Rule 434 is used, the Fund
         will comply with the requirements of Rule 434 and the Prospectus shall
         not be "materially different," as such term is used in Rule 434, from
         the prospectus included in the Registration Statement at the time it
         became effective.

                  Each preliminary prospectus and the prospectus filed as part
         of the effective Registration Statement or as part of any amendment
         thereto, or filed pursuant to Rule 497 under the 1933 Act, complied
         when so filed in all material respects with the Rules and Regulations
         and each preliminary prospectus and the Prospectus delivered to the
         Underwriters for use in connection with this offering was identical to
         the electronically transmitted copies thereof filed with the Commission
         pursuant to EDGAR, except to the extent permitted by Regulation S-T.

                  If a Rule 462(b) Registration Statement is required in
         connection with the offering and sale of the Securities, the Fund has
         complied or will comply with the requirements of Rule 111 under the
         1933 Act Regulations relating to the payment of filing fees thereof.

                  (ii) Independent Registered Public Accounting Firm. The
         accountants who certified the financial statements and supporting
         schedules, if any, included in the Registration Statement are from an
         independent registered public accounting firm as required by the 1933
         Act and the Rules and Regulations.

                  (iii) Financial Statements. The statement of assets and
         liabilities included in the Registration Statement and the Prospectus,
         together with the related notes, presents fairly the financial position
         of the Fund at the date indicated; said statement has been prepared in
         conformity with generally accepted accounting principles ("GAAP").

                  (iv) Expense Summary. The information set forth in the
         Prospectus in the Fee Table has been prepared in accordance with the
         requirements of Form N-2 and to the extent estimated or projected, such
         estimates or projections are reasonably believed to be attainable and
         reasonably based.

                  (v) No Material Adverse Change. Since the respective dates as
         of which information is given in the Registration Statement and the
         Prospectus, except as otherwise stated therein, (A) there has been no
         material adverse change in the condition, financial or otherwise, or in
         the earnings, business affairs or business prospects of the Fund,
         whether or not arising in the ordinary course of business (a "Material
         Adverse Effect"), (B) there have been no transactions entered into by
         the Fund, other than those in the ordinary course of business, which
         are material with respect to the Fund, and (C) there has been no
         dividend or distribution of any kind declared, paid or made by the Fund
         on any class of its capital shares.

                  (vi) Good Standing of the Fund. The Fund has been duly
         organized and is validly existing as a business trust under the laws of
         The Commonwealth of Massachusetts and has power and authority to own,
         lease and operate its properties and to conduct its business as

                                       3

<PAGE>

         described in the Prospectus and to enter into and perform its
         obligations under this Agreement; and the Fund is duly qualified as a
         foreign business trust to transact business and is in good standing in
         each other jurisdiction in which such qualification is required,
         whether by reason of the ownership or leasing of property or the
         conduct of business, except where the failure so to qualify or to be in
         good standing would not result in a Material Adverse Effect.

                  (vii) No Subsidiaries. The Fund has no subsidiaries.

                  (viii) Investment Company Status. The Fund is duly registered
         with the Commission under the 1940 Act as a closed-end, diversified
         management investment company, and no order of suspension or revocation
         of such registration has been issued or proceedings therefor initiated
         or threatened by the Commission.

                  (ix) Officers and Trustees. No person is serving or acting as
         an officer, trustee or investment adviser of the Fund except in
         accordance with the provisions of the 1940 Act and the Rules and
         Regulations and the Investment Advisers Act of 1940, as amended (the
         "Advisers Act"), and the rules and regulations of the Commission
         promulgated under the Advisers Act (the "Advisers Act Rules and
         Regulations"). Except as disclosed in the Registration Statement and
         the Prospectus (or any amendment or supplement to either of them), no
         trustee of the Fund is (A) an "interested person" (as defined in the
         1940 Act) of the Fund or (B) an "affiliated person" (as defined in the
         1940 Act) of any Underwriter.

                  (x) Capitalization. The authorized, issued and outstanding
         shares of beneficial interest of the Fund is as set forth in the
         Prospectus. All issued and outstanding common shares of beneficial
         interest of the Fund have been duly authorized and validly issued and
         are fully paid and non-assessable (except as described in the
         Registration Statement) and have been offered and sold or exchanged by
         the Fund in compliance with all applicable laws (including, without
         limitation, federal and state securities laws); none of the outstanding
         common shares of beneficial interest of the Fund was issued in
         violation of the preemptive or other similar rights of any
         securityholder of the Fund.

                  (xi) Authorization and Description of Securities. The
         Securities to be purchased by the Underwriters from the Fund have been
         duly authorized for issuance and sale to the Underwriters pursuant to
         this Agreement and, when issued and delivered by the Fund pursuant to
         this Agreement against payment of the consideration set forth herein,
         will be validly issued and fully paid and non-assessable (except as
         described in the Registration Statement). The Common Shares conform to
         all statements relating thereto contained in the Prospectus and such
         description conforms to the rights set forth in the instruments
         defining the same, to the extent such rights are set forth; no holder
         of the Securities will be subject to personal liability by reason of
         being such a holder; and the issuance of the Securities is not subject
         to the preemptive or other similar rights of any securityholder of the
         Fund.

                  (xii) Absence of Defaults and Conflicts. The Fund is not in
         violation of its agreement and declaration of trust or by-laws, each as
         amended from time to time, or in default in the performance or
         observance of any obligation, agreement, covenant or condition
         contained in any contract, indenture, mortgage, deed of trust, loan or
         credit agreement, note, lease or other agreement or instrument to which
         it is a party or by which it may be bound, or to which any of the
         property or assets of the Fund is subject (collectively, "Agreements
         and Instruments") except for such violations or defaults that would not
         result in a Material Adverse Effect; and the execution, delivery and
         performance of this Agreement, the Investment Advisory Agreement, the
         Administration Agreement, the Custodian Agreement and the Transfer
         Agency and Service Agreement referred to in the Registration Statement
         (as used herein, the "Advisory Agreement," the "Administration
         Agreement," the "Custodian Agreement" and the "Transfer Agency

                                       4

<PAGE>

         Agreement," respectively) and the consummation of the transactions
         contemplated herein and in the Registration Statement (including the
         issuance and sale of the Securities and the use of the proceeds from
         the sale of the Securities as described in the Prospectus under the
         caption "Use of Proceeds") and compliance by the Fund with its
         obligations hereunder have been duly authorized by all necessary
         corporate action and do not and will not, whether with or without the
         giving of notice or passage of time or both, conflict with or
         constitute a breach of, or default or Repayment Event (as defined
         below) under, or result in the creation or imposition of any lien,
         charge or encumbrance upon any property or assets of the Fund pursuant
         to, the Agreements and Instruments (except for such conflicts, breaches
         or defaults or liens, charges or encumbrances that would not result in
         a Material Adverse Effect), nor will such action result in any
         violation of the provisions of the agreement and declaration of trust
         or by-laws of the Fund, each as amended from time to time, or any
         applicable law, statute, rule, regulation, judgment, order, writ or
         decree of any government, government instrumentality or court, domestic
         or foreign, having jurisdiction over the Fund or any of its assets,
         properties or operations. As used herein, a "Repayment Event" means any
         event or condition which gives the holder of any note, debenture or
         other evidence of indebtedness (or any person acting on such holder's
         behalf) the right to require the repurchase, redemption or repayment of
         all or a portion of such indebtedness by the Fund.

                  (xiii) Absence of Proceedings. There is no action, suit,
         proceeding, inquiry or investigation before or brought by any court or
         governmental agency or body, domestic or foreign, now pending, or, to
         the knowledge of the Fund, threatened, against or affecting the Fund,
         which is required to be disclosed in the Registration Statement (other
         than as disclosed therein), or which might reasonably be expected to
         result in a Material Adverse Effect, or which might reasonably be
         expected to materially and adversely affect the properties or assets of
         the Fund or the consummation of the transactions contemplated in this
         Agreement or the performance by the Fund of its obligations hereunder.
         The aggregate of all pending legal or governmental proceedings to which
         the Fund is a party or of which any of its property or assets is the
         subject which are not described in the Registration Statement,
         including ordinary routine litigation incidental to the business, could
         not reasonably be expected to result in a Material Adverse Effect.

                  (xiv) Accuracy of Exhibits. There are no contracts or
         documents which are required to be described in the Registration
         Statement or the Prospectus or to be filed as exhibits thereto by the
         1933 Act, the 1940 Act or by the Rules and Regulations which have not
         been so described and filed as required.

                  (xv) Possession of Intellectual Property. The Fund owns or
         possesses, or can acquire on reasonable terms, adequate patents, patent
         rights, licenses, inventions, copyrights, know-how (including trade
         secrets and other unpatented and/or unpatentable proprietary or
         confidential information, systems or procedures), trademarks, service
         marks, trade names or other intellectual property (collectively,
         "Intellectual Property") necessary to carry on the business now
         operated by the Fund, and the Fund has not received any notice or is
         not otherwise aware of any infringement of or conflict with asserted
         rights of others with respect to any Intellectual Property or of any
         facts or circumstances which would render any Intellectual Property
         invalid or inadequate to protect the interest of the Fund therein, and
         which infringement or conflict (if the subject of any unfavorable
         decision, ruling or finding) or invalidity or inadequacy, singly or in
         the aggregate, would result in a Material Adverse Effect.

                  (xvi) Absence of Further Requirements. No filing with, or
         authorization, approval, consent, license, order, registration,
         qualification or decree of, any court or governmental authority or
         agency is necessary or required for the performance by the Fund of its
         obligations hereunder, in connection with the offering, issuance or
         sale of the Securities hereunder or the

                                       5

<PAGE>

         consummation of the transactions contemplated by this Agreement, except
         such as have been already obtained or as may be required under the 1933
         Act, the 1940 Act, the Securities Exchange Act of 1934, as amended (the
         "1934 Act"), the rules of the New York Stock Exchange (the "NYSE") or
         state securities laws.

                  (xvii) Possession of Licenses and Permits. The Fund possesses
         such permits, licenses, approvals, consents and other authorizations
         (collectively, "Governmental Licenses") issued by the appropriate
         federal, state, local or foreign regulatory agencies or bodies
         necessary to operate its properties and to conduct the business as
         contemplated in the Prospectus, except where the absence of such
         possession would not result in a Material Adverse Effect; the Fund is
         in compliance with the terms and conditions of all such Governmental
         Licenses; all of the Governmental Licenses are valid and in full force
         and effect, except when the invalidity of such Governmental Licenses or
         the failure of such Governmental Licenses to be in full force and
         effect would not have a Material Adverse Effect; and the Fund has not
         received any notice of proceedings relating to the revocation or
         modification of any such Governmental Licenses which, singly or in the
         aggregate, if the subject of an unfavorable decision, ruling or
         finding, would result in a Material Adverse Effect.

                  (xviii) Advertisements. Any advertising, sales literature or
         other promotional material (including "prospectus wrappers," "broker
         kits," "road show slides" and "road show scripts") authorized in
         writing by or prepared by the Fund or the Investment Adviser used in
         connection with the public offering of the Securities (collectively,
         "sales material") does not contain an untrue statement of a material
         fact or omit to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading. Moreover, all
         sales material complied and will comply in all material respects with
         the applicable requirements of the 1933 Act, the 1940 Act and the Rules
         and Regulations and the rules and interpretations of the National
         Association of Securities Dealers, Inc. ("NASD").

                  (xix) Subchapter M. The Fund intends to direct the investment
         of the proceeds of the offering described in the Registration Statement
         in such a manner as to comply with the requirements of Subchapter M of
         the Internal Revenue Code of 1986, as amended ("Subchapter M of the
         Code" and the "Code," respectively), and intends to qualify as a
         regulated investment company under Subchapter M of the Code.

                  (xx) Distribution of Offering Materials. The Fund has not
         distributed and, prior to the later to occur of (A) the Closing Time
         and (B) completion of the distribution of the Common Shares, will not
         distribute any offering material in connection with the offering and
         sale of the Common Shares other than the Registration Statement, a
         preliminary prospectus, the Prospectus or the sales materials.

                  (xxi) Accounting Controls. The Fund maintains a system of
         internal accounting controls sufficient to provide reasonable
         assurances that (A) transactions are executed in accordance with
         management's general or specific authorization and with the applicable
         requirements of the 1940 Act, the Rules and Regulations and the Code;
         (B) transactions are recorded as necessary to permit preparation of
         financial statements in conformity with GAAP and to maintain
         accountability for assets and to maintain compliance with the books and
         records requirements under the 1940 Act and the Rules and Regulations;
         (C) access to assets is permitted only in accordance with the
         management's general or specific authorization; and (D) the recorded
         accountability for assets is compared with existing assets at
         reasonable intervals and appropriate action is taken with respect to
         any differences.

                  (xxii) Absence of Undisclosed Payments. To the Fund's
         knowledge, neither the Fund nor any employee or agent of the Fund has
         made any payment of funds of the Fund or received or

                                       6

<PAGE>

         retained any funds, which payment, receipt or retention of funds is of
         a character required to be disclosed in the Prospectus.

                  (xxiii) Material Agreements. This Agreement, the Advisory
         Agreement referred to in the Registration Statement, the Administration
         Agreement, the Custodian Agreement and the Transfer Agency Agreement
         have each been duly authorized by all requisite action on the part of
         the Fund, executed and delivered by the Fund, as of the dates noted
         therein and each complies with all applicable provisions of the 1940
         Act. Assuming due authorization, execution and delivery by the other
         parties thereto, each such Agreement constitutes a valid and binding
         agreement of the Fund, enforceable in accordance with its terms, except
         as affected by bankruptcy, insolvency, fraudulent conveyance,
         reorganization, moratorium and other similar laws relating to or
         affecting creditors' rights generally, general equitable principles
         (whether considered in a proceeding in equity or at law) and an implied
         covenant of good faith and fair dealing and except as rights to
         indemnify or contribute thereunder may be limited by federal or state
         laws.

                  (xxiv) Registration Rights. There are no persons with
         registration rights or other similar rights to have any securities of
         the Fund registered pursuant to the Registration Statement or otherwise
         registered by the Fund under the 1933 Act.

                  (xxv) NYSE Listing. The Securities have been duly authorized
         for listing, upon notice of issuance, on the NYSE and the Fund's
         registration statement on Form 8-A under the 1934 Act has become
         effective.

         (b) Representations and Warranties by the Investment Adviser. The
Investment Adviser represents and warrants to each Underwriter as of the date
hereof, as of the Closing Time referred to in Section 2(c) hereof, and as of
each Date of Delivery (if any) referred to in Section 2(b) hereof as follows:

                  (i) Good Standing of the Investment Advisers. The Investment
         Adviser has been duly organized and is validly existing and in good
         standing as a business trust under the laws of The Commonwealth of
         Massachusetts, with full power and authority to own, lease and operate
         its properties and to conduct its business as described in the
         Prospectus and is duly qualified as a foreign business trust to
         transact business and is in good standing in each other jurisdiction in
         which such qualification is required.

                  (ii) Investment Adviser Status. The Investment Adviser is duly
         registered and in good standing with the Commission as an investment
         adviser under the Advisers Act, and is not prohibited by the Advisers
         Act or the 1940 Act, or the rules and regulations under such acts, from
         acting under the Advisory Agreement for the Fund as contemplated by the
         Prospectus.

                  (iii) Description of the Investment Adviser. The description
         of the Investment Adviser in the Registration Statement and the
         Prospectus (and any amendment or supplement to either of them) complied
         and comply in all material respects with the provisions of the 1933
         Act, the 1940 Act, the Advisers Act, the Rules and Regulations and the
         Advisers Act Rules and Regulations and is true and correct and does not
         contain any untrue statement of a material fact or omit to state any
         material fact required to be stated therein or necessary in order to
         make the statements therein, in light of the circumstances under which
         they were made, not misleading.

                  (iv) Capitalization. The Investment Adviser has the financial
         resources available to it necessary for the performance of its services
         and obligations as contemplated in the Prospectus, this Agreement and
         under the Advisory Agreement, each of the Sub-Advisory Agreements
         between the Investment Adviser and the Sub-Advisors (the "Sub-Advisory
         Agreements"), the Additional Compensation Agreement between the
         Investment Adviser and Merrill Lynch dated

                                       7

<PAGE>

         June [_], 2005 (the "Additional Compensation Agreement") and the [other
         additional compensation agreements] (collectively, the "Additional
         Compensation Agreements").

                  (v) Authorization of Agreements; Absence of Defaults and
         Conflicts. This Agreement, the Advisory Agreement, the Sub-Advisory
         Agreements and the Additional Compensation Agreement[s] have each been
         duly authorized, executed and delivered by the Investment Adviser, and,
         assuming due authorization, execution and delivery by the other parties
         thereto, the Advisory Agreement, the Sub-Advisory Agreements and the
         Additional Compensation Agreement[s] constitute valid and binding
         obligations of the Investment Adviser, each enforceable in accordance
         with its terms, except as affected by bankruptcy, insolvency,
         fraudulent conveyance, reorganization, moratorium and other similar
         laws relating to or affecting creditors' rights generally and general
         equitable principles (whether considered in a proceeding in equity or
         at law); and neither the execution and delivery of this Agreement, the
         Advisory Agreement, the Sub-Advisory Agreements or the Additional
         Compensation Agreement[s] nor the performance by the Investment Adviser
         of its obligations hereunder or thereunder will conflict with, or
         result in a breach of any of the terms and provisions of, or
         constitute, with or without the giving of notice or lapse of time or
         both, a default under, any agreement or instrument to which the
         Investment Adviser is a party or by which it is bound, the declaration
         of trust, by-laws or other organizational documents of the Investment
         Adviser, or by any law, order, decree, rule or regulation applicable to
         it of any jurisdiction, court, federal or state regulatory body,
         administrative agency or other governmental body, stock exchange or
         securities association having jurisdiction over the Investment Adviser
         or its properties or operations; and no consent, approval,
         authorization or order of any court or governmental authority or agency
         is required for the consummation by the Investment Adviser of the
         transactions contemplated by this Agreement, the Advisory Agreement,
         the Sub-Advisory Agreements or the Additional Compensation
         Agreement[s], except as have been obtained or may be required under the
         1933 Act, the 1940 Act, the 1934 Act, NYSE or state securities laws.

                  (vi) No Material Adverse Change. Since the respective dates as
         of which information is given in the Registration Statement and the
         Prospectus, except as otherwise stated therein, there has not occurred
         any event which should reasonably be expected to have a material
         adverse effect on the ability of the Investment Adviser to perform its
         obligations under this Agreement, the Advisory Agreement, the
         Sub-Advisory Agreements or the Administration Agreement.

                  (vii) Absence of Proceedings. There is no action, suit,
         proceeding, inquiry or investigation before or brought by any court or
         governmental agency or body, domestic or foreign, now pending, or, to
         the knowledge of the Investment Adviser, threatened against or
         affecting either the Investment Adviser or any parent or subsidiary of
         the Investment Adviser or any partners, trustees, officers or employees
         of the foregoing, whether or not arising in the ordinary course of
         business, which might reasonably be expected to result in any material
         adverse change in the condition, financial or otherwise, or earnings,
         business affairs or business prospects of the Investment Adviser,
         materially and adversely affect the properties or assets of the
         Investment Adviser or materially impair or adversely affect the ability
         of the Investment Adviser to function as an investment adviser or
         perform its obligations under the Advisory Agreement, the Sub-Advisory
         Agreements or the Additional Compensation Agreements, or which is
         required to be disclosed in the Registration Statement and the
         Prospectus (and has not been so disclosed).

                  (viii) Absence of Violation or Default. The Investment Adviser
         is not in violation of its organizational documents or in default under
         any agreement, indenture or instrument, where such violation or default
         would reasonably be expected to have a Material Adverse Effect on the
         ability of the Investment Adviser to function as an investment adviser
         or perform its obligations under the Advisory Agreement.

                                       8

<PAGE>

         (c) Representations and Warranties by Parametric. Parametric represents
and warrants to each Underwriter as of the date hereof, as of the Closing Time
referred to in Section 2(c) hereof, and as of each Date of Delivery (if any)
referred to in Section 2(b) hereof as follows:

                  (i) Good Standing of Parametric. Parametric has been duly
         organized and is validly existing and in good standing as a limited
         liability company under the laws of the State of [________], with full
         limited liability company power and authority to own, lease and operate
         its properties and to conduct its business as described in the
         Prospectus, and Parametric is duly qualified to transact business and
         is in good standing in each other jurisdiction in which such
         qualification is required.

                  (ii) Parametric's Status. Parametric is duly registered and in
         good standing with the Commission as an investment adviser under the
         Advisers Act, and is not prohibited by the Advisers Act or the 1940
         Act, or the rules and regulations under such acts, from acting under
         the Sub-Advisory Agreement to which it is a party for the Fund as
         contemplated by the Prospectus.

                  (iii) Descriptions of Parametric. The descriptions of
         Parametric in the Registration Statement and the Prospectus (and any
         amendment or supplement to either of them) complied and comply in all
         material respects with the provisions of the 1933 Act, the 1940 Act,
         the Advisers Act, the Rules and Regulations and the Advisers Act Rules
         and Regulations and are true and correct and do not contain any untrue
         statement of a material fact or omit to state any material fact
         required to be stated therein or necessary in order to make the
         statements therein, in light of the circumstances under which they were
         made, not misleading.

                  (iv) Capitalization. Parametric has the financial resources
         available to it necessary for the performance of its services and
         obligations as contemplated in the Prospectus, this Agreement and the
         Sub-Advisory Agreement to which it is a party.

                  (v) Authorization of Agreements; Absence of Defaults and
         Conflicts. This Agreement and the Sub-Advisory Agreement to which it is
         a party have each been duly authorized, executed and delivered by
         Parametric, and, assuming due authorization, execution and delivery by
         the other parties thereto, such agreements constitute valid and binding
         obligations of Parametric, enforceable in accordance with their
         respective terms, except as affected by bankruptcy, insolvency,
         fraudulent conveyance, reorganization, moratorium and other similar
         laws relating to or affecting creditors' rights generally and general
         equitable principles (whether considered in a proceeding in equity or
         at law); and neither the execution and delivery of this Agreement or
         the Sub-Advisory Agreement to which it is a party nor the performance
         by Parametric of its obligations hereunder or thereunder will conflict
         with, or result in, a breach of any of the terms and provisions of, or
         constitute, with or without the giving of notice or lapse of time or
         both, a default under any agreement or instrument to which Parametric
         is a party or by which it is bound, the organizational documents of
         Parametric or by any law, order, decree, rule or regulation applicable
         to it of any jurisdiction, court, federal or state regulatory body,
         administrative agency or other governmental body, stock exchange or
         securities association having jurisdiction over Parametric or its
         properties or operations; and no consent, approval, authorization or
         order of any court or governmental authority or agency is required for
         the consummation by Parametric of the transactions contemplated by this
         Agreement or the Sub-Advisory Agreement to which it is a party, except
         as have been obtained or may be required under the 1933 Act, the 1940
         Act, the 1934 Act or state securities laws.

                  (vi) No Material Adverse Change. Since the respective dates as
         of which information is given in the Registration Statement and the
         Prospectus, except as otherwise stated therein, there has not occurred
         any event which should reasonably be expected to have a material
         adverse effect

                                       9

<PAGE>

         on the ability of Parametric to perform its obligations under this
         Agreement and the Sub-Advisory Agreement to which it is a party.

                  (vii) Absence of Proceedings. There is no action, suit,
         proceeding, inquiry or investigation before or brought by any court or
         governmental agency or body, domestic or foreign, now pending, or, to
         the knowledge of Parametric, threatened against or affecting Parametric
         or any "affiliated person" (as such term is defined in the 1940 Act) of
         Parametric or any partners, directors, officers or employees of the
         foregoing, whether or not arising in the ordinary course of business,
         which might reasonably be expected to result in any material adverse
         change in the condition, financial or otherwise, or earnings, business
         affairs or business prospects of Parametric, to materially and
         adversely affect the properties or assets of Parametric or to
         materially impair or adversely affect the ability of Parametric to
         function as an investment adviser or perform its obligations under the
         Sub-Advisory Agreement to which it is a party, or which is required to
         be disclosed in the Registration Statement and the Prospectus.

                  (viii) Absence of Violation or Default. Parametric is not in
         violation of its organizational documents or in default under any
         agreement, indenture or instrument, where such violation or default
         would reasonably be expected to have a material adverse effect on the
         ability of Parametric to function as an investment adviser or perform
         its obligations under the Sub-Advisory Agreement to which it is a
         party.

         (d) Representations and Warranties by Rampart. Rampart represents and
warrants to each Underwriter as of the date hereof, as of the Closing Time
referred to in Section 2(c) hereof, and as of each Date of Delivery (if any)
referred to in Section 2(b) hereof as follows:

                  (i) Good Standing of Rampart. Rampart has been duly organized
         and is validly existing and in good standing as a corporation under the
         laws of the State of [_______], with full corporate power and authority
         to own, lease and operate its properties and to conduct its business as
         described in the Prospectus, and Rampart is duly qualified to transact
         business and is in good standing in each other jurisdiction in which
         such qualification is required.

                  (ii) Rampart's Status. Rampart is duly registered and in good
         standing with the Commission as an investment adviser under the
         Advisers Act, and is not prohibited by the Advisers Act or the 1940
         Act, or the rules and regulations under such acts, from acting under
         the Sub-Advisory Agreement to which it is a party for the Fund as
         contemplated by the Prospectus.

                  (iii) Descriptions of Rampart. The descriptions of Rampart in
         the Registration Statement and the Prospectus (and any amendment or
         supplement to either of them) complied and comply in all material
         respects with the provisions of the 1933 Act, the 1940 Act, the
         Advisers Act, the Rules and Regulations and the Advisers Act Rules and
         Regulations and are true and correct and do not contain any untrue
         statement of a material fact or omit to state any material fact
         required to be stated therein or necessary in order to make the
         statements therein, in light of the circumstances under which they were
         made, not misleading.

                  (iv) Capitalization. Rampart has the financial resources
         available to it necessary for the performance of its services and
         obligations as contemplated in the Prospectus, this Agreement and the
         Sub-Advisory Agreement to which it is a party.

                  (v) Authorization of Agreements; Absence of Defaults and
         Conflicts. This Agreement and the Sub-Advisory Agreement to which it is
         a party have each been duly authorized, executed and delivered by
         Rampart, and, assuming due authorization, execution and delivery by the
         other parties thereto, such agreements constitute valid and binding
         obligations of Rampart, enforceable in accordance with their respective
         terms, except as affected by bankruptcy, insolvency, fraudulent
         conveyance, reorganization, moratorium and other similar laws relating
         to

                                       10

<PAGE>

         or affecting creditors' rights generally and general equitable
         principles (whether considered in a proceeding in equity or at law);
         and neither the execution and delivery of this Agreement or the
         Sub-Advisory Agreement to which it is a party nor the performance by
         Rampart of its obligations hereunder or thereunder will conflict with,
         or result in, a breach of any of the terms and provisions of, or
         constitute, with or without the giving of notice or lapse of time or
         both, a default under any agreement or instrument to which Rampart is a
         party or by which it is bound, the organizational documents of Rampart
         or by any law, order, decree, rule or regulation applicable to it of
         any jurisdiction, court, federal or state regulatory body,
         administrative agency or other governmental body, stock exchange or
         securities association having jurisdiction over Rampart or its
         respective properties or operations; and no consent, approval,
         authorization or order of any court or governmental authority or agency
         is required for the consummation by Rampart of the transactions
         contemplated by this Agreement or the Sub-Advisory Agreement to which
         it is a party, except as have been obtained or may be required under
         the 1933 Act, the 1940 Act, the 1934 Act or state securities laws.

                  (vi) No Material Adverse Change. Since the respective dates as
         of which information is given in the Registration Statement and the
         Prospectus, except as otherwise stated therein, there has not occurred
         any event which should reasonably be expected to have a material
         adverse effect on the ability of Rampart to perform its obligations
         under this Agreement and the Sub-Advisory Agreement to which it is a
         party.

                  (vii) Absence of Proceedings. There is no action, suit,
         proceeding, inquiry or investigation before or brought by any court or
         governmental agency or body, domestic or foreign, now pending, or, to
         the knowledge of Rampart, threatened against or affecting Rampart or
         any "affiliated person" (as such term is defined in the 1940 Act) of
         Rampart or any partners, directors, officers or employees of the
         foregoing, whether or not arising in the ordinary course of business,
         which might reasonably be expected to result in any material adverse
         change in the condition, financial or otherwise, or earnings, business
         affairs or business prospects of Rampart, to materially and adversely
         affect the properties or assets of Rampart or to materially impair or
         adversely affect the ability of Rampart to function as an investment
         adviser or perform its obligations under the Sub-Advisory Agreement to
         which it is a party, or which is required to be disclosed in the
         Registration Statement and the Prospectus.

                  (viii) Absence of Violation or Default. Rampart is not in
         violation of its organizational documents or in default under any
         agreement, indenture or instrument, where such violation or default
         would reasonably be expected to have a material adverse effect on the
         ability of Rampart to function as an investment adviser or perform its
         obligations under the Sub-Advisory Agreement to which it is a party.

         (e) Officer's Certificates. Any certificate signed by any officer of
the Fund or the Investment Advisers delivered to the Representatives or to
counsel for the Underwriters shall be deemed a representation and warranty by
the Fund or the Investment Advisers, as the case may be, to each Underwriter as
to the matters covered thereby.

         SECTION 2. Sale and Delivery to Underwriters; Closing.

         (a) Initial Securities. On the basis of the representations and
warranties herein contained and subject to the terms and conditions herein set
forth, the Fund agrees to sell to each Underwriter, severally and not jointly,
and each Underwriter, severally and not jointly, agrees to purchase from the
Fund, at the price per share set forth in Schedule B, the number of Initial
Securities set forth in Schedule A opposite the name of such Underwriter, plus
any additional number of Initial Securities which such Underwriter may become
obligated to purchase pursuant to the provisions of Section 10 hereof.

                                       11

<PAGE>

         (b) Option Securities. In addition, on the basis of the representations
and warranties herein contained and subject to the terms and conditions herein
set forth, the Fund hereby grants an option to the Underwriters, severally and
not jointly, to purchase up to an additional [____] Common Shares in the
aggregate at the price per share set forth in Schedule B, less an amount per
share equal to any dividends or distributions declared by the Fund and payable
on the Initial Securities but not payable on the Option Securities. The option
hereby granted will expire 45 days after the date hereof and may be exercised in
whole or in part from time to time only for the purpose of covering
overallotments which may be made in connection with the offering and
distribution of the Initial Securities upon written notice by the
Representatives to the Fund setting forth the number of Option Securities as to
which the several Underwriters are then exercising the option and the time and
date of payment and delivery for such Option Securities. Any such time and date
of delivery (a "Date of Delivery") shall be determined by the Representatives,
but shall not be earlier than the third day after the date on which the option
is being exercised nor later than seven full business days after the exercise of
said option, nor in any event prior to the Closing Time, as hereinafter defined.
If the option is exercised as to all or any portion of the Option Securities,
each of the Underwriters, acting severally and not jointly, will purchase that
proportion of the total number of Option Securities then being purchased which
the number of Initial Securities set forth in Schedule A opposite the name of
such Underwriter bears to the total number of Initial Securities, subject in
each case to such adjustments as Merrill Lynch in its discretion shall make to
eliminate any sales or purchases of a fractional number of Option Securities
plus any additional number of Option Securities which such Underwriter may
become obligated to purchase pursuant to the provisions of Section 10 hereof.

         (c) Payment. Payment of the purchase price for, and delivery of
certificates for, the Initial Securities shall be made at the offices of
Kirkpatrick & Lockhart Nicholson Graham LLP, 75 State Street, Boston,
Massachusetts 02109, or at such other place as shall be agreed upon by the
Representatives and the Fund, at 10:00 A.M. (Eastern time) on the third (fourth,
if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business
day after the date hereof (unless postponed in accordance with the provisions of
Section 10), or such other time not later than ten business days after such date
as shall be agreed upon by the Representatives and the Fund (such time and date
of payment and delivery being herein called "Closing Time").

         In addition, in the event that any or all of the Option Securities are
purchased by the Underwriters, payment of the purchase price for, and delivery
of certificates for, such Option Securities shall be made at the above-mentioned
offices, or at such other place as shall be agreed upon by the Representatives
and the Fund, on each Date of Delivery as specified in the notice from the
Representatives to the Fund.

         Payment shall be made to the Fund by wire transfer of immediately
available funds to a bank account designated by the Fund, against delivery to
the Representatives for the respective accounts of the Underwriters of
certificates for the Securities to be purchased by them. It is understood that
each Underwriter has authorized the Representatives, for its account, to accept
delivery of, receipt for, and make payment of the purchase price for, the
Initial Securities and the Option Securities, if any, which it has agreed to
purchase. Merrill Lynch, individually and not as representative of the
Underwriters, may (but shall not be obligated to) make payment of the purchase
price for the Initial Securities or the Option Securities, if any, to be
purchased by any Underwriter whose funds have not been received by the Closing
Time or the relevant Date of Delivery, as the case may be, but such payment
shall not relieve such Underwriter from its obligations hereunder.

         (d) Denominations; Registration. Certificates for the Initial
Securities and the Option Securities, if any, shall be in such denominations and
registered in such names as the Representatives may request in writing at least
one full business day before the Closing Time or the relevant Date of Delivery,
as the case may be. The certificates for the Initial Securities and the Option
Securities, if any, will be made available for examination and packaging by the
Representatives in the City of New York not later than 10:00 A.M.

                                       12

<PAGE>

(Eastern time) on the business day prior to the Closing Time or the relevant
Date of Delivery, as the case may be.

SECTION 3. Covenants.

           The Fund and the Investment Advisers, jointly and severally, covenant
with each Underwriter as follows:

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

         (b) Filing of Amendments. The Fund will give the Representatives notice
of its intention to file or prepare any amendment to the Registration Statement
(including any filing under Rule 462(b)), any Term Sheet or any amendment,
supplement or revision to either the prospectus included in the Registration
Statement at the time it became effective or to the Prospectus, will furnish the
Representatives with copies of any such documents a reasonable amount of time
prior to such proposed filing or use, as the case may be, and will not file or
use any such document to which the Representatives or counsel for the
Underwriters shall reasonably object.

         (c) Delivery of Registration Statements. The Fund has furnished or will
deliver to the Representatives and counsel for the Underwriters, without charge,
signed copies of the Registration Statement as originally filed and of each
amendment thereto (including exhibits filed therewith or incorporated by
reference therein) and signed copies of all consents and certificates of
experts, and will also deliver to the Representatives, without charge, a
conformed copy of the Registration Statement as originally filed and of each
amendment thereto (without exhibits) for each of the Underwriters. The copies of
the Registration Statement and each amendment thereto furnished to the
Underwriters will be identical to the electronically transmitted copies thereof
filed with the Commission pursuant to EDGAR, except to the extent permitted by
Regulation S-T.

         (d) Delivery of Prospectuses. The Fund has delivered to each
Underwriter, without charge, as many copies of each preliminary prospectus as
such Underwriter reasonably requested, and the Fund hereby consents to the use
of such copies for purposes permitted by the 1933 Act. The Fund will furnish to
each Underwriter, without charge, during the period when the Prospectus is
required to be delivered under the 1933 Act or the 1934 Act, such number of
copies of the Prospectus (as amended or supplemented) as such Underwriter may
reasonably request. The Prospectus and any amendments or supplements thereto
furnished to the Underwriters will be identical to the electronically
transmitted copies thereof filed with the Commission pursuant to EDGAR, except
to the extent permitted by Regulation S-T.

                                       13

<PAGE>

         (e) Continued Compliance with Securities Laws. If at any time when a
prospectus is required by the 1933 Act to be delivered in connection with sales
of the Securities, any event shall occur or condition shall exist as a result of
which it is necessary, in the opinion of counsel for the Underwriters or for the
Fund, to amend the Registration Statement or amend or supplement the Prospectus
in order that the Prospectus will not include any untrue statements of a
material fact or omit to state a material fact necessary in order to make the
statements therein not misleading in the light of the circumstances existing at
the time it is delivered to a purchaser, or if it shall be necessary, in the
opinion of such counsel, at any such time to amend the Registration Statement or
amend or supplement the Prospectus in order to comply with the requirements of
the 1933 Act or the Rules and Regulations, the Fund will promptly prepare and
file with the Commission, subject to Section 3(b), such amendment or supplement
as may be necessary to correct such statement or omission or to make the
Registration Statement or the Prospectus comply with such requirements, and the
Fund will furnish to the Underwriters such number of copies of such amendment or
supplement as the Underwriters may reasonably request.

         (f) Blue Sky Qualifications. The Fund will use its best efforts, in
cooperation with the Underwriters, to qualify the Securities for offering and
sale under the applicable securities laws of such states and other jurisdictions
of the United States as the Representatives may designate and to maintain such
qualifications in effect for a period of not less than one year from the later
of the effective date of the Registration Statement and any Rule 462(b)
Registration Statement; provided, however, that the Fund shall not be obligated
to file any general consent to service of process or to qualify as a foreign
business trust or as a dealer in securities in any jurisdiction in which it is
not so qualified or to subject itself to taxation in respect of doing business
in any jurisdiction in which it is not otherwise so subject. In each
jurisdiction in which the Securities have been so qualified, the Fund will file
such statements and reports as may be required by the laws of such jurisdiction
to continue such qualification in effect for a period of not less than one year
from the effective date of the Registration Statement and any Rule 462(b)
Registration Statement.

         (g) Rule 158. The Fund will make generally available to its
securityholders as soon as practicable an earnings statement, if applicable, for
the purposes of, and to provide the benefits contemplated by, the last paragraph
of Section 11(a) of the 1933 Act.

         (h) Use of Proceeds. The Fund will use the net proceeds received by it
from the sale of the Securities substantially in the manner specified in the
Prospectus under "Use of Proceeds."

         (i) Listing. The Fund will use its reasonable best efforts to cause the
Securities to be duly authorized for listing by the NYSE, prior to the date the
Securities are issued.

         (j) Restriction on Sale of Securities. During a period of 180 days from
the date of the Prospectus, the Fund will not, without the prior written consent
of Merrill Lynch, (A) directly or indirectly, offer, pledge, sell, contract to
sell, sell any option, rights or warrant to purchase, purchase any option or
contract to sell, grant any option, right or warrant to purchase or otherwise
transfer or dispose of Common Shares or any securities convertible into or
exercisable or exchangeable for Common Shares or file any registration statement
under the 1933 Act with respect to any of the foregoing or (B) enter into any
swap or any other agreement or any transaction that transfers, in whole or in
part, directly or indirectly, the economic consequence of ownership of the
Common Shares, whether any such swap or transaction described in clause (A) or
(B) above is to be settled by delivery of Common Shares or such other
securities, in cash or otherwise. The foregoing sentence shall not apply to (1)
the Securities to be sold hereunder or (2) Common Shares issued or, for
avoidance of doubt, purchased in the open market pursuant to any dividend
reinvestment plan.

         (k) Reporting Requirements. The Fund, during the period when the
Prospectus is required to be delivered under the 1933 Act or the 1934 Act, will
file all documents required to be filed with the Commission pursuant to the 1940
Act and the 1934 Act within the time periods required by the 1940 Act

                                       14

<PAGE>

and the Rules and Regulations and the 1934 Act and the rules and regulations of
the Commission thereunder, respectively.

         (l) Subchapter M. The Fund will use its best efforts to comply with the
requirements of Subchapter M of the Code to qualify as a regulated investment
company under the Code.

         (m) No Manipulation of Market for Securities. The Fund will not take,
directly or indirectly, any action designed to cause or to result in, or that
might reasonably be expected to constitute, the stabilization or manipulation of
the price of any security of the Fund to facilitate the sale or resale of the
Securities in violation of federal or state securities laws, until the Closing
Date, or the Date of Delivery, if any, (a) sell, bid for or purchase the
Securities or pay any person any compensation for soliciting purchases of the
Securities or (b) pay or agree to pay to any person any compensation for
soliciting another to purchase any other securities of the Fund.

         (n) Rule 462(b) Registration Statement. If the Fund elects to rely upon
Rule 462(b), the Fund shall file a Rule 462(b) Registration Statement with the
Commission in compliance with Rule 462(b) by 10:00 P.M., Washington, D.C. time,
on the date of this Agreement, and the Fund shall at the time of filing either
pay to the Commission the filing fee for the Rule 462(b) Registration Statement
or give irrevocable instructions for the payment of such fee pursuant to Rule
111(b) under the 1933 Act.

SECTION 4. Payment of Expenses.

         (a) Expenses. The Fund will pay all expenses incident to the
performance of its obligations under this Agreement, including (i) the
preparation, printing and filing of the Registration Statement (including
financial statements and exhibits) as originally filed and of each amendment
thereto, (ii) the preparation, printing and delivery to the Underwriters of this
Agreement, any Agreement among Underwriters and such other documents as may be
required in connection with the offering, purchase, sale, issuance or delivery
of the Securities, (iii) the preparation, issuance and delivery of the
certificates for the Securities to the Underwriters, including any stock or
other transfer taxes and any stamp or other duties payable upon the sale,
issuance or delivery of the Securities to the Underwriters, (iv) the fees and
disbursements of the Fund's counsel, the independent registered public
accounting firm and other advisors, (v) the qualification of the Securities
under securities laws in accordance with the provisions of Section 3(f) hereof,
including filing fees and the reasonable fees and disbursements of counsel for
the Underwriters in connection therewith and in connection with the preparation
of the Blue Sky survey and any supplement thereto, (vi) the printing and
delivery to the Underwriters of copies of each preliminary prospectus,
Prospectus and any amendments or supplements thereto, (vii) the preparation,
printing and delivery to the Underwriters of copies of the Blue Sky Survey and
any supplement thereto, (viii) the fees and expenses of any transfer agent or
registrar for the Securities, (ix) the filing fees incident to, and the
reasonable fees and disbursements of counsel to the Underwriters in connection
with, the review by the NASD of the terms of the sale of the Securities, (x) the
fees and expenses incurred in connection with the listing of the Securities on
the NYSE and (xi) the printing of any sales material. Also, the Fund shall pay
the Underwriters $.00667 per common share as partial reimbursement of expenses
incurred in connection with the offering. The amount paid by the Fund as this
partial reimbursement to the Underwriters will not exceed .03335% of the total
price to the public of the common stock sold in this offering. The Fund's
Investment Adviser or an affiliate has agreed to pay the Fund's offering costs
(other than sales load) that exceed $.04 per common share and to reimburse all
of the Fund's organizational costs.

         (b) Termination of Agreement. If this Agreement is terminated by the
Representatives in accordance with the provisions of Section 5 or Section 9(a)
hereof, the Fund and each of the Investment Advisers, jointly and severally,
agree that they shall reimburse the Underwriters for all of their out-of-pocket
expenses, including the reasonable fees and disbursements of counsel for the
Underwriters.

                                       15

<PAGE>

SECTION 5. Conditions of Underwriters' Obligations.

         The obligations of the several Underwriters hereunder are subject to
the accuracy of the representations and warranties of the Fund and each of the
Investment Advisers contained in Section 1 hereof or in certificates of any
officer of the Fund or any of the Investment Advisers delivered pursuant to the
provisions hereof, to the performance by the Fund and each of the Investment
Advisers of their respective covenants and other obligations hereunder, and to
the following further conditions:

         (a) Effectiveness of Registration Statement. The Registration
Statement, including any Rule 462(b) Registration Statement, has become
effective or will have become effective by 5:30 p.m., New York City time on the
date hereof, and at Closing Time no stop order suspending the effectiveness of
the Registration Statement shall have been issued under the 1933 Act, no notice
or order pursuant to Section 8(e) of the 1940 Act shall have been issued, and no
proceedings with respect to either shall have been initiated or, to the
knowledge of counsel to the Underwriters and counsel to the Fund, threatened by
the Commission, and any request on the part of the Commission for additional
information shall have been complied with or waived to the reasonable
satisfaction of counsel to the Underwriters. A prospectus containing the Rule
430A Information shall have been filed with the Commission in accordance with
Rule 497 (or a post-effective amendment providing such information shall have
been filed and declared effective in accordance with the requirements of Rule
430A or a certificate must have been filed in accordance with Rule 497(j)) or,
if the Fund has elected to rely upon Rule 434, a Term Sheet shall have been
filed with the Commission in accordance with Rule 497.

         (b) Opinion of Counsel for Fund and the Investment Advisers. At Closing
Time, the Representatives shall have received the favorable opinion, dated as of
Closing Time, of Kirkpatrick & Lockhart Nicholson Graham LLP, counsel for the
Fund and the Investment Advisers, together with signed or reproduced copies of
such letter for each of the other Underwriters substantially to the effect set
forth in Exhibit A hereto or in such other forms and substance reasonably
satisfactory to counsel to the Underwriters.

         (c) Opinion of Counsel for Underwriters. At Closing Time, the
Representatives shall have received the favorable opinion, dated as of Closing
Time, of Clifford Chance US LLP, counsel for the Underwriters, together with
signed or reproduced copies of such letter for each of the other Underwriters
with respect to the matters set forth in clauses (A) (i), (ii), (vi), (vii)
(solely as to preemptive or other similar rights arising by operation of law or
under the charter or by-laws of the Fund), (viii) through (x), inclusive, (xii),
(xiv) (solely as to the information in the Prospectus under "Description of
Capital Structure") and the last paragraph of Exhibit A hereto. In giving such
opinion such counsel may rely, as to all matters governed by the laws of
jurisdictions other than the law of the State of New York and the federal law of
the United States, upon the opinions of counsel satisfactory to the
Representatives. Such counsel may also state that, insofar as such opinion
involves factual matters, they have relied, to the extent they deem proper, upon
certificates of officers of the Fund and certificates of public officials.

         (d) Officers' Certificates. At Closing Time, there shall not have been,
since the date hereof or since the respective dates as of which information is
given in the Prospectus, any material adverse change in the condition, financial
or otherwise, or in the earnings, business affairs or business prospects of the
Fund, whether or not arising in the ordinary course of business, and the
Representatives shall have received a certificate of a duly authorized officer
of the Fund and of the chief financial or chief accounting officer of the Fund
and of the President or a Vice President or Managing Director of each Investment
Adviser, dated as of Closing Time, to the effect that (i) there has been no such
material adverse change, (ii) the representations and warranties in Sections
1(a), (b), (c) and (d) hereof, as applicable, are true and correct with the same
force and effect as though expressly made at and as of Closing Time, (iii) each
of the Fund and the Investment Advisers, respectively, has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied
pursuant to this Agreement at or prior to Closing Time, (iv) with respect to
each Investment Adviser only, there has been no material

                                       16

<PAGE>

adverse change in the condition, financial or otherwise, or in the earnings,
business affairs or business prospects of such Investment Adviser, whether or
not arising in the ordinary course of business, and (v) with respect to the Fund
only, no stop order suspending the effectiveness of the Registration Statement,
or order of suspension or revocation of registration pursuant to Section 8(e) of
the 1940 Act, has been issued and no proceedings for any such purpose have been
instituted or are pending or are contemplated by the Commission.

         (e) Independent Registered Public Accounting Firm's Comfort Letter. At
the time of the execution of this Agreement, the Representatives shall have
received from Deloitte & Touche LLP a letter dated such date, in form and
substance satisfactory to the Representatives, together with signed or
reproduced copies of such letter for each of the other Underwriters containing
statements and information of the type ordinarily included in independent
registered public accounting firm's "comfort letters" to underwriters with
respect to the financial statements and certain financial information contained
in the Registration Statement and the Prospectus.

         (f) Bring-down Comfort Letter. At Closing Time, the Representatives
shall have received from Deloitte & Touche LLP a letter, dated as of Closing
Time, to the effect that they reaffirm the statements made in the letter
furnished pursuant to subsection (e) of this Section, except that the specified
date referred to shall be a date not more than three business days prior to
Closing Time.

         (g) Approval of Listing. At Closing Time, the Securities shall have
been approved for listing on the NYSE, subject only to official notice of
issuance.

         (h) No Objection. The NASD has confirmed that it has not raised any
objection with respect to the fairness and reasonableness of the underwriting
terms and arrangements.

         (i) Execution of Additional Compensation Agreement[s]. At Closing Time,
Merrill Lynch shall have received the Additional Compensation Agreement, dated
as of the Closing Date, as executed by the Investment Adviser. At Closing Time,
[____] shall have received the [other additional compensation agreement], dated
as of the Closing Date, as executed by the Investment Adviser.

         (j) Conditions to Purchase of Option Securities. In the event that the
Underwriters exercise their option provided in Section 2(b) hereof to purchase
all or any portion of the Option Securities, the representations and warranties
of the Fund contained herein and the statements in any certificates furnished by
the Fund hereunder shall be true and correct as of each Date of Delivery and, at
the relevant Date of Delivery, the Representatives shall have received:

                  (i) Officers' Certificates. Certificates, dated such Date of
         Delivery, of a duly authorized officer of the Fund and of the chief
         financial or chief accounting officer of the Fund and of the President
         or a Vice President or Managing Director of each Investment Adviser
         confirming that the information contained in the certificate delivered
         by each of them at the Closing Time pursuant to Section 5(d) hereof
         remains true and correct as of such Date of Delivery.

                  (ii) Opinion of Counsel for the Fund and the Investment
         Advisers. The favorable opinion of counsel for the Fund and the
         Investment Advisers, in form and substance satisfactory to counsel for
         the Underwriters, dated such Date of Delivery, relating to the Option
         Securities to be purchased on such Date of Delivery and otherwise to
         the same effect as the opinion required by Section 5(b) hereof.

                  (iii) Opinion of Counsel for the Underwriters. The favorable
         opinion of Clifford Chance US LLP, counsel for the Underwriters, dated
         such Date of Delivery, relating to the Option Securities to be
         purchased on such Date of Delivery and otherwise to the same effect as
         the opinion required by Section 5(c) hereof.

                                       17

<PAGE>

                  (iv) Bring-down Comfort Letter. A letter from Deloitte &
         Touche LLP, in form and substance satisfactory to the Representatives
         and dated such Date of Delivery, substantially in the same form and
         substance as the letter furnished to the Representatives pursuant to
         Section 5(f) hereof, except that the "specified date" in the letter
         furnished pursuant to this paragraph shall be a date not more than five
         days prior to such Date of Delivery.

         (k) Additional Documents. At Closing Time and at each Date of Delivery,
counsel for the Underwriters shall have been furnished with such documents and
opinions as they may require for the purpose of enabling them to pass upon the
issuance and sale of the Securities as herein contemplated, or in order to
evidence the accuracy of any of the representations or warranties, or the
fulfillment of any of the conditions, herein contained; and all proceedings
taken by the Fund and the Investment Advisers in connection with the
organization and registration of the Fund under the 1940 Act and the issuance
and sale of the Securities as herein contemplated shall be satisfactory in form
and substance to the Representatives and counsel for the Underwriters.

         (l) Termination of Agreement. If any condition specified in this
Section shall not have been fulfilled when and as required to be fulfilled, this
Agreement, or, in the case of any condition to the purchase of Option
Securities, on a Date of Delivery which is after the Closing Time, the
obligations of the several Underwriters to purchase the relevant Option
Securities, may be terminated by the Representatives by notice to the Fund at
any time at or prior to Closing Time or such Date of Delivery, as the case may
be, and such termination shall be without liability of any party to any other
party except as provided in Section 4 and except that Sections 1, 6, 7, 8 and 13
shall survive any such termination and remain in full force and effect.

         SECTION 6. Indemnification.

         (a) Indemnification of Underwriters. The Fund and the Investment
Advisers, jointly and severally, agree to indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, as follows:

                  (i) against any and all loss, liability, claim, damage and
         expense whatsoever, as incurred, arising out of any untrue statement or
         alleged untrue statement of a material fact contained in the
         Registration Statement (or any amendment thereto), including the Rule
         430A Information and the Rule 434 Information, if applicable, or the
         omission or alleged omission therefrom of a material fact required to
         be stated therein or necessary to make the statements therein not
         misleading or arising out of any untrue statement or alleged untrue
         statement of a material fact included in any preliminary prospectus or
         the Prospectus (or any amendment or supplement thereto), or the
         omission or alleged omission therefrom of a material fact necessary in
         order to make the statements therein, in the light of the circumstances
         under which they were made, not misleading;

                  (ii) against any and all loss, liability, claim, damage and
         expense whatsoever, as incurred, to the extent of the aggregate amount
         paid in settlement of any litigation, or any investigation or
         proceeding by any governmental agency or body, commenced or threatened,
         or of any claim whatsoever based upon any such untrue statement or
         omission, or any such alleged untrue statement or omission; provided
         that (subject to Section 6(e) below) any such settlement is effected
         with the written consent of the Fund; and

                  (iii) against any and all expense whatsoever, as incurred
         (including the fees and disbursements of counsel chosen by Merrill
         Lynch), reasonably incurred in investigating, preparing or defending
         against any litigation, or any investigation or proceeding by any
         governmental agency or body, commenced or threatened, or any claim
         whatsoever based upon

                                       18

<PAGE>

         any such untrue statement or omission, or any such alleged untrue
         statement or omission, to the extent that any such expense is not paid
         under (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Fund or an
Investment Adviser by any Underwriter through Merrill Lynch expressly for use in
the Registration Statement (or any amendment thereto), including the Rule 430A
Information and the Rule 434 Information, if applicable, or any preliminary
prospectus or the Prospectus (or any amendment or supplement thereto).

         (b) Indemnification of the Fund, Investment Advisers, Trustees and
Officers. Each Underwriter severally agrees to indemnify and hold harmless the
Fund and the Investment Advisers, their respective trustees and shareholders,
each of the Fund's officers who signed the Registration Statement, and each
person, if any, who controls the Fund or an Investment Adviser within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any
and all loss, liability, claim, damage and expense described in the indemnity
contained in subsection (a) of this Section, as incurred, but only with respect
to untrue statements or omissions, or alleged untrue statements or omissions,
made in the Registration Statement (or any amendment thereto), including the
Rule 430A Information and the Rule 434 Information, if applicable, or any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with written information furnished
to the Fund or the Investment Advisers by such Underwriter through Merrill Lynch
expressly for use in the Registration Statement (or any amendment thereto),
including the Rule 430A Information and the Rule 434 Information, or such
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto).

         (c) Indemnification for Marketing Materials. In addition to the
foregoing indemnification, the Fund and the Investment Advisers also, jointly
and severally, agree to indemnify and hold harmless each Underwriter and each
person, if any, who controls any Underwriter within the meaning of Section 15 of
the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability,
claim, damage and expense described in the indemnity contained in Section 6(a),
as limited by the proviso set forth therein, with respect to any sales material.

         (d) Actions against Parties; Notification. Each indemnified party shall
give notice as promptly as reasonably practicable to each indemnifying party of
any action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement. In the case of parties indemnified pursuant to Section 6(a) above,
counsel to the indemnified parties shall be selected by Merrill Lynch, and, in
the case of parties indemnified pursuant to Section 6(b) above, counsel to the
indemnified parties shall be selected by the Fund or an Investment Adviser, as
applicable. An indemnifying party may participate at its own expense in the
defense of any such action; provided, however, that counsel to the indemnifying
party shall not (except with the consent of the indemnified party) also be
counsel to the indemnified party. In no event shall the indemnifying party be
liable for fees and expenses of more than one counsel (in addition to any local
counsel) separate from its own counsel for all indemnified parties in connection
with any one action or separate but similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances. No
indemnifying party shall, without the prior written consent of the indemnified
parties, settle or compromise or consent to the entry of any judgment with
respect to any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever in
respect of which indemnification or contribution could be sought under this
Section 6 or Section 7 hereof (whether or not the indemnified parties are actual
or potential parties thereto), unless such settlement, compromise or consent (i)
includes an unconditional release of

                                       19

<PAGE>

each indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.

         (e) Settlement without Consent if Failure to Reimburse. If at any time
an indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, such indemnifying party
agrees that it shall be liable for any settlement of the nature contemplated by
Section 6(a)(ii) (through, if applicable, the provisions of Section 6(b))
effected without its written consent if (i) such settlement is entered into more
than 60 days after receipt by such indemnifying party of the aforesaid request,
(ii) such indemnifying party shall have received notice of the terms of such
settlement at least 30 days prior to such settlement being entered into and
(iii) such indemnifying party shall not have reimbursed such indemnified party
in accordance with such request prior to the date of such settlement.

         SECTION 7. Contribution.

         If the indemnification provided for in Section 6 hereof is for any
reason unavailable to or insufficient to hold harmless an indemnified party in
respect of any losses, liabilities, claims, damages or expenses referred to
therein, then, in lieu of indemnifying such indemnified party, each indemnifying
party shall contribute to the aggregate amount of such losses, liabilities,
claims, damages and expenses incurred by such indemnified party, as incurred,
(i) in such proportion as is appropriate to reflect the relative benefits
received by the Fund or the Investment Advisers on the one hand and the
Underwriters on the other hand from the offering of the Securities pursuant to
this Agreement or (ii) if the allocation provided by clause (i) is not permitted
by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Fund and the Investment Advisers on the one hand and of the Underwriters on
the other hand in connection with the statements or omissions which resulted in
such losses, liabilities, claims, damages or expenses, as well as any other
relevant equitable considerations.

         The relative benefits received by the Fund and the Investment Advisers
on the one hand and the Underwriters on the other hand in connection with the
offering of the Securities pursuant to this Agreement shall be deemed to be in
the same respective proportions as the total net proceeds from the offering of
the Securities pursuant to this Agreement (before deducting expenses) received
by the Fund and the total underwriting discount received by the Underwriters
(whether from the Fund or otherwise), in each case as set forth on the cover of
the Prospectus, or, if Rule 434 is used, the corresponding location on the Term
Sheet, bear to the aggregate initial public offering price of the Securities as
set forth on such cover.

         The relative fault of the Fund and the Investment Advisers on the one
hand and the Underwriters on the other hand shall be determined by reference to,
among other things, whether any such untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by the Fund or the Investment Advisers or by the
Underwriters and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.

         The Fund, the Investment Advisers and the Underwriters agree that it
would not be just and equitable if contribution pursuant to this Section 7 were
determined by pro rata allocation (even if the Underwriters were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to above in this Section
7. The aggregate amount of losses, liabilities, claims, damages and expenses
incurred by an indemnified party and referred to above in this Section 7 shall
be deemed to include any legal or other expenses reasonably incurred by such
indemnified party in investigating, preparing or defending against any
litigation, or any investigation

                                       20

<PAGE>

or proceeding by any governmental agency or body, commenced or threatened, or
any claim whatsoever based upon any such untrue or alleged untrue statement or
omission or alleged omission.

         Notwithstanding the provisions of this Section 7, no Underwriter shall
be required to contribute any amount in excess of the amount by which the total
price at which the Securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of any such untrue or
alleged untrue statement or omission or alleged omission.

         No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

         For purposes of this Section 7, each person, if any, who controls an
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as such Underwriter, and
each director and shareholder of the Fund and each director of an Investment
Adviser, respectively, each officer of the Fund who signed the Registration
Statement, and each person, if any, who controls the Fund or any Investment
Adviser, within the meaning of Section 15 of the 1933 Act or Section 20 of the
1934 Act shall have the same rights to contribution as the Fund and such
Investment Adviser, respectively. The Underwriters' respective obligations to
contribute pursuant to this Section 7 are several in proportion to the number of
Initial Securities set forth opposite their respective names in Schedule A
hereto and not joint.

         SECTION 8. Representations, Warranties and Agreements to Survive
Delivery.

         All representations, warranties and covenants contained in this
Agreement or in certificates of officers of the Fund or an Investment Adviser
submitted pursuant hereto, shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of any Underwriter or
controlling person, or by or on behalf of the Fund or the Investment Adviser,
and shall survive delivery of the Securities to the Underwriters.

         SECTION 9. Termination of Agreement.

         (a) Termination; General. The Representatives may terminate this
Agreement, by notice to the Fund, at any time at or prior to Closing Time (i) if
there has been, since the time of execution of this Agreement or since the
respective dates as of which information is given in the Prospectus, any
material adverse change in the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of the Fund or an Investment
Adviser, whether or not arising in the ordinary course of business, or (ii) if
there has occurred any material adverse change in the financial markets in the
United States or the international financial markets, any outbreak of
hostilities or escalation thereof or other calamity or crisis or any change or
development involving a prospective change in national or international
political, financial or economic conditions, in each case the effect of which is
such as to make it, in the judgment of the Representatives, impracticable or
inadvisable to market the Securities or to enforce contracts for the sale of the
Securities, or (iii) if trading in the Common Shares of the Fund has been
suspended or materially limited by the Commission or the NYSE, or if trading
generally on the American Stock Exchange or the NYSE or in the Nasdaq National
Market has been suspended or materially limited, or minimum or maximum prices
for trading have been fixed, or maximum ranges for prices have been required, by
any of said exchanges or by such system or by order of the Commission, the NASD
or any other governmental authority, or a material disruption has occurred in
commercial banking or securities settlement or clearance services in the United
States, or (iv) if a banking moratorium has been declared by either Federal or
New York authorities.

                                       21

<PAGE>

         (b) Liabilities. If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any other
party except as provided in Section 4 hereof, and provided further that Sections
1, 6, 7, 8 and 13 shall survive such termination and remain in full force and
effect.

         SECTION 10. Default by One or More of the Underwriters.

         If one or more of the Underwriters shall fail at Closing Time or a Date
of Delivery to purchase the Securities which it or they are obligated to
purchase under this Agreement (the "Defaulted Securities"), the Representatives
shall have the right, within 24 hours thereafter, to make arrangements for one
or more of the non-defaulting Underwriters, or any other underwriters, to
purchase all, but not less than all, of the Defaulted Securities in such amounts
as may be agreed upon and upon the terms herein set forth; if, however, the
Representatives shall not have completed such arrangements within such 24-hour
period, then:

         (a) if the number of Defaulted Securities does not exceed 10% of the
number of Securities to be purchased on such date, each of the non-defaulting
Underwriters shall be obligated, severally and not jointly, to purchase the full
amount thereof in the proportions that their respective underwriting obligations
hereunder bear to the underwriting obligations of all non-defaulting
Underwriters, or

         (b) if the number of Defaulted Securities exceeds 10% of the number of
Securities to be purchased on such date, this Agreement or, with respect to any
Date of Delivery which occurs after the Closing Time, the obligation of the
Underwriters to purchase and of the Fund to sell the Option Securities to be
purchased and sold on such Date of Delivery shall terminate without liability on
the part of any non-defaulting Underwriter.

         No action taken pursuant to this Section shall relieve any defaulting
Underwriter from liability in respect of its default.

         In the event of any such default which does not result in a termination
of this Agreement or, in the case of a Date of Delivery which is after the
Closing Time, which does not result in a termination of the obligation of the
Underwriters to purchase and the Fund to sell the relevant Option Securities, as
the case may be, either the Representatives or the Fund shall have the right to
postpone Closing Time or the relevant Date of Delivery, as the case may be, for
a period not exceeding seven days in order to effect any required changes in the
Registration Statement or Prospectus or in any other documents or arrangements.
As used herein, the term "Underwriter" includes any person substituted for an
Underwriter under this Section 10.

         SECTION 11. Tax Disclosure.

         Notwithstanding any other provision of this Agreement, from the
commencement of discussions with respect to the transactions contemplated
hereby, the Fund and the Investment Adviser (and each employee, representative
or other agent of the Fund) may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure (as such terms are
used in Sections 6011, 6111 and 6112 of the U.S. Code and the Treasury
Regulations promulgated thereunder) of the transactions contemplated by this
Agreement and all materials of any kind (including opinions or other tax
analyses) that are provided relating to such tax treatment and tax structure.

         SECTION 12. Notices.

         All notices and other communications hereunder shall be in writing and
shall be deemed to have been duly given if mailed or transmitted by any standard
form of telecommunication. Notices to the Underwriters shall be directed to the
Representatives, Merrill Lynch & Co., 4 World Financial Center, New York, New
York 10080, attention of Equity Capital Markets; notices to the Fund or the
Investment Adviser shall be directed, as appropriate, to the office of Eaton
Vance Management, The Eaton Vance Building, 255 State Street, Boston,
Massachusetts 02109, Attention: Fred Marius, Esq.; notices to

                                       22

<PAGE>

Parametic shall be directed to it at [_______________], Attention: [_______];
and notices to Rampart shall be directed to it at [_______________], Attention:
[___________].

         SECTION 13. Parties.

         This Agreement shall each inure to the benefit of and be binding upon
the Underwriters, the Fund, the Investment Advisers and their respective
partners and successors. Nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any person, firm or corporation, other
than the Underwriters, the Fund, the Investment Advisers and their respective
successors and the controlling persons and officers, trustees, shareholders and
directors referred to in Sections 6 and 7 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained. This Agreement and
all conditions and provisions hereof are intended to be for the sole and
exclusive benefit of the Underwriters, the Fund, the Investment Advisers and
their respective partners and successors, and said controlling persons and
officers, shareholders and trustees and their heirs and legal representatives,
and for the benefit of no other person, firm or corporation. No purchaser of
Securities from any Underwriter shall be deemed to be a successor by reason
merely of such purchase.

         SECTION 14. GOVERNING LAW AND TIME.

         THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED IN SAID STATE. UNLESS OTHERWISE EXPLICITLY PROVIDED, SPECIFIED TIMES
OF DAY REFER TO NEW YORK CITY TIME.

         SECTION 15. DISCLAIMER OF LIABILITY OF TRUSTEES AND BENEFICIARIES.

         A copy of the Agreement and Declaration of Trust of each of the Fund
and the Investment Adviser is on file with the Secretary of State of The
Commonwealth of Massachusetts, and notice hereby is given that this Purchase
Agreement is executed on behalf of the Fund and the Investment Adviser,
respectively, by an officer or trustee of the Fund or the Investment Advisers,
as the case may be, in his or her capacity as an officer or trustee of the Fund
or the Investment Advisers, as the case may be, and not individually and that
the obligations under or arising out of this Purchase Agreement are not binding
upon any of the trustees, officers or shareholders individually but are binding
only upon the assets and properties of the Fund or the Investment Advisers, as
the case may be.

         SECTION 16. Effect of Headings.

         The Article and Section headings herein are for convenience only and
shall not affect the construction hereof.

                         [signatures on following page]

                                       23

<PAGE>

         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement among
the Underwriters, the Fund and the Investment Advisers in accordance with its
terms.

                                   Very truly yours,


                                   Eaton Vance Tax-Managed Buy-Write
                                   Opportunities Fund


                                   By:
                                         -------------------------------------
                                         Name:
                                         Title:


                                   Eaton Vance Management

                                   By:
                                         -------------------------------------
                                         Name:
                                         Title:


                                   Parametric Portfolio Associates, LLC


                                   By:
                                         -------------------------------------
                                         Name:
                                         Title:


                                   Rampart Investment Company, Inc.


                                   By:
                                         -------------------------------------
                                         Name:
                                         Title:

                                       24

<PAGE>

CONFIRMED AND ACCEPTED,
      as of the date first above written:

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
            INCORPORATED
[OTHER CO-MANAGERS]

By:        MERRILL LYNCH, PIERCE, FENNER & SMITH
                       INCORPORATED

By:
      -----------------------------------------
      Authorized Signatory

For themselves and as Representatives of the other Underwriters named in
Schedule A hereto.

                                       25

<PAGE>

                                   SCHEDULE A

<TABLE>
<CAPTION>
                                                          NUMBER OF
                      NAME OF UNDERWRITER             INITIAL SECURITIES
                      -------------------             ------------------
<S>                                                   <C>
Merrill Lynch, Pierce, Fenner & Smith
            Incorporated.........................       [____________]
[other Underwriters].............................       [____________]

                               Total.............       [____________]
</TABLE>

                                    Sch A-1

<PAGE>

                                   SCHEDULE B

               Eaton Vance Short Duration Diversified Income Fund
                      Common Shares of Beneficial Interest
                                ($0.01 Par Value)

           1. The initial public offering price per share for the Securities,
determined as provided in said Section 2, shall be $[20.00].

           2. The purchase price per share for the Securities to be paid by the
several Underwriters shall be $[19.10], being an amount equal to the initial
public offering price set forth above less $[.90] per share; provided that the
purchase price per share for any Option Securities purchased upon the exercise
of the overallotment option described in Section 2(b) shall be reduced by an
amount per share equal to any dividends or distributions declared by the Fund
and payable on the Initial Securities but not payable on the Option Securities.

                                    Sch B-1

<PAGE>


                                                                       Exhibit A

               FORM OF OPINION OF FUND'S AND INVESTMENT ADVISERS'
                       COUNSEL TO BE DELIVERED PURSUANT TO
                                  SECTION 5(b)

(A) With respect to the Fund:

                  (i)The Fund has been duly organized and is validly existing as
         a business trust in good standing under the laws of the State of
         Massachusetts.

                  (ii) The Fund has power and authority to own, lease and
         operate its properties and to conduct its business as described in the
         Prospectus and to enter into and perform its obligations under the
         Purchase Agreement.

                  (iii) The Fund is duly qualified as a foreign business trust
         to transact business and is in good standing in each other jurisdiction
         in which such qualification is required, whether by reason of the
         ownership or leasing of property or the conduct of business, except
         where the failure so to qualify or to be in good standing would not
         result in a Material Adverse Effect.

                  (iv) To the best of our knowledge, the Fund does not have any
         subsidiaries.

                  (v) The authorized, issued and outstanding shares of
         beneficial interest of the Fund are as set forth in the Prospectus
         under the caption "Description of Capital Structure" (except for
         subsequent issuances, if any, pursuant to the Purchase Agreement); all
         issued and outstanding shares of beneficial interest of the Fund have
         been duly authorized and validly issued and are fully paid and
         non-assessable and have been offered and sold or exchanged by the Fund
         in compliance with all applicable laws (including, without limitation,
         federal and state securities laws); the Common Shares conform as to
         legal matters to all statements relating thereto contained in the
         Prospectus and such description conforms to the rights set forth in the
         instruments defining the same; and none of the outstanding shares of
         beneficial interest of the Fund was issued in violation of the
         preemptive or other similar rights of any security holder of the Fund.

                  (vi) The Securities to be purchased by the Underwriters from
         the Fund have been duly authorized for issuance and sale to the
         Underwriters pursuant to the Purchase Agreement and, when issued and
         delivered by the Fund pursuant to the Purchase Agreement against
         payment of the consideration set forth in the Purchase Agreement, will
         be validly issued and fully paid and non-assessable and no holder of
         the Securities is or will be subject to personal liability by reason of
         being such a holder.

                  (vii) The issuance of the Securities is not subject to
         preemptive or other similar rights of any security holder of the Fund.

                  (viii) The Purchase Agreement has been duly authorized,
         executed and delivered by the Fund.

                  (ix) The Registration Statement, including any Rule 462(b)
         Registration Statement, has been declared effective under the 1933 Act;
         any required filing of the Prospectus pursuant to Rule 497(c) or Rule
         497(h) has been made in the manner and within the time period required
         by Rule 497; and, to the best of our knowledge, no stop order
         suspending the effectiveness of the Registration Statement or any Rule
         462(b) Registration Statement has been issued under the 1933 Act, and,
         to the best of our knowledge, no order of suspension or revocation of
         registration pursuant to Section 8(e) of the 1940 Act has been issued,
         and no proceedings for any such purpose have been instituted or are
         pending or threatened by the Commission.

                                       A-1

<PAGE>

                  (x) The Registration Statement, including any Rule 462(b)
         Registration Statement, the Rule 430A Information and the Rule 434
         Information, as applicable, the Prospectus and each amendment or
         supplement to the Registration Statement and Prospectus as of their
         respective effective or issue dates (other than the financial
         statements and supporting schedules included therein or omitted
         therefrom, as to which we need express no opinion), and the
         notification on Form N-8A complied as to form in all material respects
         with the requirements of the 1933 Act, the 1940 Act and the Rules and
         Regulations.

                  (xi) If Rule 434 has been relied upon, the Prospectus was not
         "materially different," as such term is used in Rule 434, from the
         prospectus included in the Registration Statement at the time it became
         effective.

                  (xii) The form of certificate used to evidence the Common
         Shares complies in all material respects with all applicable statutory
         requirements, with any applicable requirements of the declaration of
         trust and by-laws of the Fund and the requirements of the NYSE.

                  (xiii) To the best of our knowledge, there is not pending or
         threatened any action, suit, proceeding, inquiry or investigation, to
         which the Fund is a party, or to which the property of the Fund is
         subject, before or brought by any court or governmental agency or body,
         domestic or foreign, which might reasonably be expected to result in a
         Material Adverse Effect, or which might reasonably be expected to
         materially and adversely affect the properties or assets of the Fund or
         the consummation of the transactions contemplated in the Purchase
         Agreement or the performance by the Fund of its obligations thereunder.

                  (xiv) The information in the Prospectus under "Description of
         Capital Structure" and "Tax Matters" and in the Registration Statement
         under Item 29 (Indemnification), to the extent that it constitutes
         matters of law, summaries of legal matters, the Fund's declaration of
         trust and by-laws or legal proceedings, or legal conclusions, has been
         reviewed by us and is correct in all material respects.

                  (xv) Each of the Advisory Agreement, the Sub-Advisory
         Agreements, the Administration Agreement, the Custodian Agreement, the
         Transfer Agency Agreement, the Purchase Agreement and the Additional
         Compensation Agreement[s] comply in all material respects with all
         applicable provisions of the 1940 Act, the Advisers Act, the Rules and
         Regulations and the Advisers Act Rules and Regulations.

                  (xvi) The Fund is duly registered with the Commission under
         the 1940 Act as a closed-end, diversified management investment
         company; and, to the best of our knowledge, no order of suspension or
         revocation of such registration has been issued or proceedings therefor
         initiated or threatened by the Commission.

                  (xvii) To the best of our knowledge, no person is serving as
         an officer, director or investment adviser of the Fund except in
         accordance with the 1940 Act and the Rules and Regulations and the
         Investment Advisers Act and the Advisers Act Rules and Regulations.
         Except as disclosed in the Registration Statement and Prospectus (or
         any amendment or supplement to either of them), to the best of our
         knowledge, no director of the Fund is an "interested person" (as
         defined in the 1940 Act) of the Fund or an "affiliated person" (as
         defined in the 1940 Act) of an Underwriter.

                  (xviii) There are no statutes or regulations that are required
         to be described in the Prospectus that are not described as required.

                  (xix) All descriptions in the Registration Statement of
         contracts and other documents to which the Fund is a party are accurate
         in all material respects. To the best of our knowledge,

                                      A-2

<PAGE>

         there are no franchises, contracts, indentures, mortgages, loan
         agreements, notes, leases or other instruments required to be described
         or referred to in the Registration Statement or to be filed as exhibits
         thereto other than those described or referred to therein or filed or
         incorporated by reference as exhibits thereto, and the descriptions
         thereof or references thereto are correct in all material respects.

                  (xx) To the best of our knowledge, the Fund is not in
         violation of its declaration of trust or by-laws and no default by the
         Fund exists in the due performance or observance of any material
         obligation, agreement, covenant or condition contained in any contract,
         indenture, mortgage, loan agreement, note, lease or other agreement or
         instrument that is described or referred to in the Registration
         Statement or the Prospectus or filed or incorporated by reference as an
         exhibit to the Registration Statement.

                  (xxi) No filing with, or authorization, approval, consent,
         license, order, registration, qualification or decree of, any court or
         governmental authority or agency (other than under the 1933 Act, the
         1934 Act, the 1940 Act and the Rules and Regulations, which have been
         obtained, or as may be required under the securities or blue sky laws
         of the various states, as to which we need express no opinion) is
         necessary or required in connection with the due authorization,
         execution and delivery of the Purchase Agreement or for the offering,
         issuance or sale of the Securities or the consummation of the
         transactions contemplated by this Agreement.

                  (xxii) The execution, delivery and performance of the Purchase
         Agreement and the consummation of the transactions contemplated in the
         Purchase Agreement and in the Registration Statement (including the
         issuance and sale of the Securities and the use of the proceeds from
         the sale of the Securities as described in the Prospectus under the
         caption "Use of Proceeds") and compliance by the Fund with its
         obligations under the Purchase Agreement do not and will not, whether
         with or without the giving of notice or lapse of time or both, conflict
         with or constitute a breach of, or default or Repayment Event (as
         defined in Section 1(a)(xii) of the Purchase Agreement) under or result
         in the creation or imposition of any lien, charge or encumbrance upon
         any property or assets of the Fund pursuant to any contract, indenture,
         mortgage, deed of trust, loan or credit agreement, note, lease or any
         other agreement or instrument, known to us, to which the Fund is a
         party or by which it or any of them may be bound, or to which any of
         the property or assets of the Fund is subject, nor will such action
         result in any violation of the provisions of the charter or by-laws of
         the Fund, or any applicable law, statute, rule, regulation, judgment,
         order, writ or decree, known to us, of any government, government
         instrumentality or court, domestic or foreign, having jurisdiction over
         the Fund or any of its properties, assets or operations.

                  (xxiii) The Purchase Agreement, the Advisory Agreement, the
         Administration Agreement, the Custodian Agreement and the Transfer
         Agency Agreement have each been duly authorized by all requisite action
         on the part of the Fund, executed and delivered by the Fund, as of the
         dates noted therein. Assuming due authorization, execution and delivery
         by the other parties thereto with respect to the Administration
         Agreement, the Custodian Agreement and the Transfer Agency Agreement,
         each of the Advisory Agreement, the Administration Agreement, the
         Custodian Agreement and the Transfer Agency Agreement constitutes a
         valid and binding agreement of the Fund, enforceable in accordance with
         its terms, except as affected by bankruptcy, insolvency, fraudulent
         conveyance, reorganization, moratorium and other similar laws relating
         to or affecting creditors' rights generally, general equitable
         principles (whether considered in a proceeding in equity or at law) and
         an implied covenant of good faith and fair dealing.

                                       A-3

<PAGE>

(B) With respect to the Investment Adviser:

                  (i) The Investment Adviser has been duly organized and is
         validly existing as a business trust in good standing under the laws of
         the State of Massachusetts.

                  (ii) The Investment Adviser has power and authority to own,
         lease and operate its properties and to conduct its business as
         described in the Prospectus and to enter into and perform its
         obligations under the Purchase Agreement.

                  (iii) The Investment Adviser is duly qualified as a foreign
         business trust to transact business and is in good standing in each
         other jurisdiction in which such qualification is required, whether by
         reason of the ownership or leasing of property or the conduct of
         business, except where the failure to so qualify would not result in a
         Material Adverse Effect.

                  (iv) The Investment Adviser is duly registered with the
         Commission as an investment adviser under the Advisers Act and is not
         prohibited by the Advisers Act, the Advisers Act Rules and Regulations,
         the 1940 Act or the Rules and Regulations from acting under the
         Advisory Agreement for the Fund as contemplated by the Prospectus.

                  (v) The Purchase Agreement, the Advisory Agreement, the
         Sub-Advisory Agreements, the Administration Agreement and the
         Additional Compensation Agreement[s] have been duly authorized,
         executed and delivered by the Investment Adviser, and the Advisory
         Agreement, the Sub-Advisory Agreements, the Administration Agreement
         and the Additional Compensation Agreement[s] each constitute a valid
         and binding obligation of the Investment Adviser, enforceable in
         accordance with their terms, except as affected by bankruptcy,
         insolvency, fraudulent conveyance, reorganization, moratorium and other
         similar laws relating to or affecting creditors' rights generally and
         general equitable principles (whether considered in a proceeding in
         equity or at law).

                  (vi) To the best of our knowledge, there is not pending or
         threatened any action, suit, proceeding, inquiry or investigation, to
         which the Investment Adviser is a party, or to which the property of
         the Investment Adviser is subject, before or brought by any court or
         governmental agency or body, domestic or foreign, which might
         reasonably be expected to result in any material adverse change in the
         condition, financial or otherwise, in the earnings, business affairs or
         business prospects of the Investment Adviser, materially and adversely
         affect the properties or assets of the Investment Adviser or materially
         impair or adversely affect the ability of the Investment Adviser to
         function as an investment adviser or perform its obligations under the
         Advisory Agreement, the Sub-Advisory Agreements, the Administration
         Agreement and the Additional Compensation Agreement[s] or which is
         required to be disclosed in the Registration Statement or the
         Prospectus.

                  (vii) To the best of our knowledge, there are no franchises,
         contracts, indentures, mortgages, loan agreements, notes, leases or
         other instruments required to be described or referred to in the
         Registration Statement or to be filed as exhibits thereto other than
         those described or referred to therein or filed or incorporated by
         reference as exhibits thereto, and the descriptions thereof or
         references thereto are correct in all material respects.

                  (viii) To the best of our knowledge, the Investment Adviser is
         not in violation of its declaration of trust, by-laws or other
         organizational documents and no default by the Investment Adviser
         exists in the due performance or observance of any material obligation,
         agreement, covenant or condition contained in any contract, indenture,
         mortgage, loan agreement, note, lease or other agreement or instrument
         that is described or referred to in the Registration Statement or the
         Prospectus or filed or incorporated by reference as an exhibit to the
         Registration Statement.

                                      A-4

<PAGE>

                  (ix) No filing with, or authorization, approval, consent,
         license, order, registration, qualification or decree of, any court or
         governmental authority or agency, domestic or foreign (other than under
         the 1933 Act, the 1940 Act and the Rules and Regulations, which have
         been obtained, or as may be required under the securities or blue sky
         laws of the various states, as to which we need express no opinion) is
         necessary or required in connection with the due authorization,
         execution and delivery of the Purchase Agreement.

                  (x) The execution, delivery and performance of the Purchase
         Agreement and the consummation of the transactions contemplated in the
         Purchase Agreement and in the Registration Statement and compliance by
         the Investment Adviser with its obligations under the Purchase
         Agreement do not and will not, whether with or without the giving of
         notice or lapse of time or both, conflict with or constitute a breach
         of, or default or Repayment Event (as defined in Section 1(a)(xii) of
         the Purchase Agreement) under or result in the creation or imposition
         of any lien, charge or encumbrance upon any property or assets of the
         Investment Adviser pursuant to any contract, indenture, mortgage, deed
         of trust, loan or credit agreement, note, lease or any other agreement
         or instrument, known to us, to which the Investment Adviser is a party
         or by which it or any of them may be bound, or to which any of the
         property or assets of the Investment Adviser is subject (except for
         such conflicts, breaches or defaults or liens, charges or encumbrances
         that would not have a Material Adverse Effect), nor will such action
         result in any violation of the provisions of the charter or by-laws of
         the Investment Adviser, or any applicable law, statute, rule,
         regulation, judgment, order, writ or decree, known to us, of any
         government, government instrumentality or court, domestic or foreign,
         having jurisdiction over the Investment Adviser or any of its
         properties, assets or operations.

(C) With respect to each of the Sub-Advisers:

                  (i) The Sub-Adviser has been duly organized and is validly
         existing as a [limited liability company/corporation] in good standing
         under the laws of the State of [____/_____]. -

                  (ii) The Sub-Adviser has full [limited liability
         company/corporate] power and authority to own, lease and operate its
         properties and to conduct its business as described in the Prospectus
         and to enter into and perform its obligations under the Purchase
         Agreement.

                  (iii) The Sub-Adviser is duly qualified as a foreign [limited
         liability company/corporation] to transact business and is in good
         standing in each other jurisdiction in which such qualification is
         required, whether by reason of the ownership or leasing of property or
         the conduct of business, except where the failure to so qualify would
         not result in a Material Adverse Effect.

                  (iv) The Sub-Adviser is duly registered with the Commission as
         an investment adviser under the Advisers Act and is not prohibited by
         the Advisers Act, the Advisers Act Rules and Regulations, the 1940 Act
         or the Rules and Regulations from acting under the Sub-Advisory
         Agreement.

                  (v) The Purchase Agreement and the Sub-Advisory Agreement to
         which the Sub-Adviser is a party have been duly authorized, executed
         and delivered by the Sub-Adviser, and the Sub-Advisory Agreement
         constitutes a valid and binding obligation of the Sub-Adviser,
         enforceable in accordance with its terms, except as affected by
         bankruptcy, insolvency, fraudulent conveyance, reorganization,
         moratorium and other similar laws relating to or affecting creditors'
         rights generally and general equitable principles (whether considered
         in a proceeding in equity or at law).

                  (vi) To the best of our knowledge, there is not pending or
         threatened any action, suit, proceeding, inquiry or investigation, to
         which the Sub-Adviser is a party, or to which the property

                                      A-5

<PAGE>

         of the Sub-Adviser is subject, before or brought by any court or
         governmental agency or body, domestic or foreign, which might
         reasonably be expected to result in any material adverse change in the
         condition, financial or otherwise, in the earnings, business affairs or
         business prospects of the Sub-Adviser, materially and adversely affect
         the properties or assets of the Sub-Adviser or materially impair or
         adversely affect the ability of the Sub-Adviser to function as an
         investment adviser or perform its obligations under the Sub-Advisory
         Agreement to which it is a party, or which is required to be disclosed
         in the Registration Statement or the Prospectus.

                  (vii) To the best of our knowledge, there are no franchises,
         contracts, indentures, mortgages, loan agreements, notes, leases or
         other instruments required to be described or referred to in the
         Registration Statement or to be filed as exhibits thereto other than
         those described or referred to therein or filed or incorporated by
         reference as exhibits thereto, and the descriptions thereof or
         references thereto are correct in all material respects.

                  (viii) To the best of our knowledge, the Sub-Adviser is not in
         violation of its [certificate of formation/incorporation], by-laws or
         other organizational documents and no default by the Sub-Adviser exists
         in the due performance or observance of any material obligation,
         agreement, covenant or condition contained in any contract, indenture,
         mortgage, loan agreement, note, lease or other agreement or instrument
         that is described or referred to in the Registration Statement or the
         Prospectus or filed or incorporated by reference as an exhibit to the
         Registration Statement.

                  (ix) No filing with, or authorization, approval, consent,
         license, order, registration, qualification or decree of, any court or
         governmental authority or agency, domestic or foreign (other than under
         the 1933 Act, the 1940 Act and the Rules and Regulations, which have
         been obtained, or as may be required under the securities or blue sky
         laws of the various states, as to which we need express no opinion) is
         necessary or required in connection with the due authorization,
         execution and delivery of the Purchase Agreement.

                  (x) The execution, delivery and performance of the Purchase
         Agreement and the consummation of the transactions contemplated in the
         Purchase Agreement and in the Registration Statement and compliance by
         the Sub-Adviser with its obligations under the Purchase Agreement do
         not and will not, whether with or without the giving of notice or lapse
         of time or both, conflict with or constitute a breach of, or default or
         Repayment Event (as defined in Section 1(a)(xii) of the Purchase
         Agreement) under or result in the creation or imposition of any lien,
         charge or encumbrance upon any property or assets of the Sub-Adviser
         pursuant to any contract, indenture, mortgage, deed of trust, loan or
         credit agreement, note, lease or any other agreement or instrument,
         known to us, to which the Sub-Adviser is a party or by which it may be
         bound, or to which any of the property or assets of the Sub-Adviser is
         subject (except for such conflicts, breaches or defaults or liens,
         charges or encumbrances that would not have a Material Adverse Effect),
         nor will such action result in any violation of the provisions of the
         charter or by-laws of the Sub-Adviser, or any applicable law, statute,
         rule, regulation, judgment, order, writ or decree, known to us, of any
         government, government instrumentality or court, domestic or foreign,
         having jurisdiction over the Sub-Adviser or any of its properties,
         assets or operations.

         In addition, we have participated in the preparation of the
Registration Statement and the Prospectus and participated in discussions with
certain officers, trustees and employees of the Fund and the Investment
Advisers, representatives of Deloitte & Touche LLP, the independent registered
public accounting firm who examined the statement of assets and liabilities of
the Fund included or incorporated by reference in the Registration Statement and
the Prospectus, and you and your representatives and we have reviewed certain
Fund records and documents. While we have not independently verified and are not
passing upon, and do not assume any responsibility for, the accuracy,
completeness or fairness of the information contained in the Registration
Statement and the Prospectus, except to the extent necessary to

                                      A-6

<PAGE>

enable us to give the opinions with respect to the Fund in paragraphs (A)(v),
(xiv) and (xix), on the basis of such participation and review, nothing has come
to our attention that would lead us to believe that the Registration Statement
(except for financial statements, supporting schedules and other financial data
included therein or omitted therefrom, supporting schedules or other financial
data, as to which we do not express any belief), at the time such Registration
Statement became effective, contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements therein not misleading or that the Prospectus (except for
financial statements, supporting schedules and other financial data included
therein or omitted therefrom, supporting schedules or other financial data, as
to which we do not express any belief), at the time the Prospectus was issued,
or at the Closing Time, included or includes an untrue statement of a material
fact or omitted or omits 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.

                                      A-7
</TEXT>
</DOCUMENT>
