16,666,667 SHARES


                  NEUBERGER BERMAN INCOME OPPORTUNITY FUND INC.

                                  COMMON STOCK

                             UNDERWRITING AGREEMENT

                                                                   June 24, 2003

Citigroup Global Markets Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Advest, Inc.
Janney Montgomery Scott LLC
Legg Mason Wood Walker, Incorporated
Stifel, Nicolaus & Company, Incorporated

As Representatives of the Several Underwriters

c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013

Dear Sirs:

      The undersigned, Neuberger Berman Income Opportunity Fund Inc., a Maryland
corporation (the "Fund"), Neuberger Berman Management Inc., a New York
corporation (the "Investment Adviser") and Neuberger Berman, LLC, a Delaware
limited liability company (the "Subadviser" and, together with the Investment
Adviser, the "Advisers"), address you as Underwriters and as the representatives
(the "Representatives") of each of the other persons, firms and corporations, if
any, listed in Schedule I hereto (herein collectively called "Underwriters").
The Fund proposes, upon the terms and conditions set forth herein, to issue and
sell an aggregate of 16,666,667 shares (the "Firm Shares") of common stock,
$0.0001 par value per share (the "Common Shares") of the Fund, to the several
Underwriters. The Fund also proposes to sell to the Underwriters, upon the terms
and conditions set forth in Section 2 hereof, up to an additional 2,494,040
Common Shares (the "Additional Shares"). The Firm Shares and Additional Shares
are hereinafter collectively referred to as the "Shares". Unless otherwise
stated, the term "you" as used herein means Citigroup Global Markets Inc.,
individually on its own behalf and on behalf of the other Representatives.

      The Fund and the Advisers wish to confirm as follows their agreements with
you and the other several Underwriters on whose behalf you are acting in
connection with the several purchases of the Shares by the Underwriters.

      The Fund has entered into an Investment Management Agreement with the
Investment Adviser dated June 24, 2003, an Administration Agreement with the
Investment Adviser dated June 24, 2003, a Custodian Contract with State Street



Bank and Trust Company dated June 24, 2003, and a Transfer Agency Agreement with
The Bank of New York dated June 24, 2003, and such agreements are herein
referred to as the "Management Agreement", the "Administration Agreement", the
"Custodian Agreement" and the "Transfer Agency Agreement", respectively. The
Investment Adviser has entered into an investment sub-advisory agreement with
the Subadviser dated June 24, 2003, and such agreement is herein referred to as
the "Sub-Advisory Agreement". Collectively, the Management Agreement, the
Administration Agreement, the Custodian Agreement and the Transfer Agency
Agreement are herein referred to as the "Fund Agreements". This Underwriting
Agreement is herein referred to as the "Agreement". In addition, the Fund has
adopted a dividend reinvestment plan (the "Dividend Reinvestment Plan") pursuant
to which holders of Shares shall have their dividends automatically reinvested
in additional Shares of the Fund unless they elect to receive such dividends in
cash.

           1. REGISTRATION STATEMENT AND PROSPECTUS. The Fund has prepared and
filed with the Securities and Exchange Commission (the "Commission") in
accordance with the provisions of the Securities Act of 1933, as amended (the
"1933 Act"), the Investment Company Act of 1940, as amended (the "1940 Act"),
and the rules and regulations of the Commission under the 1933 Act (the "1933
Act Rules and Regulations") and the 1940 Act (the "1940 Act Rules and
Regulations" and, together with the 1933 Act Rules and Regulations, the "Rules
and Regulations") a registration statement on Form N-2 (File Nos. 333-104614 and
811-21334) under the 1933 Act and the 1940 Act and may, pursuant to the Rules
and Regulations, prepare and file an additional registration statement relating
to a portion of the Shares pursuant to Rule 462(b) of the 1933 Act Rules and
Regulations (a "462(b) Registration Statement") (collectively, the "registration
statement"), including a prospectus (including any statement of additional
information) relating to the Shares and a notification of registration of the
Fund as an investment company under the 1940 Act on Form N-8A (the "1940 Act
Notification"). The term "Registration Statement" as used in this Agreement
means the registration statement (including all financial schedules and
exhibits), as amended at the time it becomes effective under the 1933 Act or, if
the registration statement became effective under the 1933 Act prior to the
execution of this Agreement, as amended or supplemented, at the time it became
effective prior to the execution of this Agreement, and includes any information
deemed to be included by Rule 430A under the 1933 Act Rules and Regulations. If
it is contemplated, at the time this Agreement is executed, that a
post-effective amendment to the registration statement will be filed under the
1933 Act and must be declared effective before the offering of the Shares may
commence, the term "Registration Statement" as used in this Agreement means the
registration statement as amended by said post-effective amendment. For the
avoidance of doubt, if the Fund has filed a 462(b) Registration Statement, the
term "Registration Statement" as used in this Agreement shall include such
462(b) Registration Statement. The term "Prospectus" as used in this Agreement
means the prospectus (including the statement of additional information) in the
form included in the Registration Statement or, if the prospectus (including the
statement of additional information) included in the Registration Statement
omits information in reliance on Rule 430A and such information is included in a
prospectus (including the statement of additional information) filed with the
Commission pursuant to Rule 497(h) under the 1933 Act Rules and Regulations, the
term "Prospectus" as used in this Agreement means the prospectus (including the
statement of additional information) in the form included in the Registration
Statement as supplemented by the addition of the information contained in the

                                       2



prospectus (including the statement of additional information) filed with the
Commission pursuant to Rule 497(h). The term "Prepricing Prospectus" as used in
this Agreement means the prospectus (including the statement of additional
information) subject to completion in the form included in the registration
statement at the time of the initial filing of the registration statement with
the Commission and as such prospectus (including the statement of additional
information) shall have been amended from time to time prior to the date of the
Prospectus, together with any other prospectus (including any other statement of
additional information) relating to the Fund other than the Prospectus.

      The Fund has furnished the Representatives with copies of such
Registration Statement, each amendment to such Registration Statement filed with
the Commission and each Prepricing Prospectus.

           2. AGREEMENTS TO SELL AND PURCHASE. The Fund hereby agrees, subject
to all the terms and conditions set forth herein, to issue and to sell to each
Underwriter and, upon the basis of the representations, warranties and
agreements of the Fund and the Advisers herein contained and subject to all of
the other terms and conditions set forth herein, each Underwriter agrees,
severally and not jointly, to purchase from the Fund at a purchase price per
share of $14.325 per Share (the "purchase price per share"), the number of Firm
Shares set forth opposite the name of such Underwriter in Schedule I hereto (or
such number of Firm Shares increased as set forth in Section 10 hereof).

      The Fund also agrees, subject to all the terms and conditions set forth
herein, to issue and to sell to the Underwriters and, upon the basis of the
representations, warranties and agreements of the Fund and the Advisers herein
contained and subject to all of the other terms and conditions set forth herein,
the Underwriters shall have the right to purchase from the Fund, at the same
purchase price per share, pursuant to an option (the "over-allotment option")
which may be exercised at any time and from time to time prior to 9:00 P.M., New
York City time, on or before the 45th day after the date of the Prospectus (or
if such 45th day shall be a Saturday or a Sunday or a holiday, on the next
business day thereafter when the American Stock Exchange (the "AMEX") is open
for trading) up to an aggregate of 2,494,040 Additional Shares. Additional
Shares may be purchased solely for the purpose of covering over-allotments made
in connection with the offering of the Firm Shares. Upon any exercise of the
over-allotment option, upon the basis of the representations, warranties and
agreements of the Fund and the Advisers herein contained and subject to all of
the other terms and conditions set forth herein, each Underwriter agrees,
severally and not jointly, to purchase from the Fund the number of Additional
Shares (subject to such adjustments as you may determine to avoid fractional
shares) which bears the same proportion to the number of Additional Shares to be
purchased by the Underwriters as the number of Firm Shares set forth opposite
the name of such Underwriter in Schedule I (or such number of Firm Shares
increased as set forth in Section 10 hereof) bears to the aggregate number of
Firm Shares.

           3. TERMS OF PUBLIC OFFERING. The Fund and the Advisers have been
advised by you that the Underwriters propose to make a public offering of their
respective portions of the Firm Shares as soon after the Registration Statement

                                       3



and this Agreement have become effective as in your judgment is advisable and
initially to offer the Firm Shares upon the terms set forth in the Prospectus.

           4. DELIVERY OF SHARES AND PAYMENTS THEREFOR.

           (a) Delivery to the Underwriters of and payment to the Fund for the
      Firm Shares and compensation of the Underwriters with respect thereto
      shall be made at the office of Citigroup Global Markets Inc., 388
      Greenwich Street, New York, New York 10013 or through the facilities of
      the Depository Trust Company or another mutually agreeable facility, at
      9:00 A.M., New York City time, on June 27, 2003 (the "Closing Date"). The
      place of closing for the Firm Shares and the Closing Date may be varied by
      agreement between you and the Fund.

           (b) Delivery to the Underwriters of and payment to the Fund for any
      Additional Shares to be purchased by the Underwriters and compensation of
      the Underwriters with respect thereto shall be made at the aforementioned
      office of Citigroup Global Markets Inc., or through the facilities of the
      Depository Trust Company or another mutually agreeable facility, at such
      time on such date (an "Option Closing Date"), which may be the same as the
      Closing Date, but shall in no event be earlier than the Closing Date nor
      earlier than two nor later than five business days after the giving of the
      notice hereinafter referred to, as shall be specified in a written notice
      from you on behalf of the Underwriters to the Fund of the Underwriters'
      determination to purchase a number, specified in said notice, of
      Additional Shares. The place of closing for any Additional Shares and the
      Option Closing Date for such Additional Shares may be varied by agreement
      between you and the Fund.

           (c) Certificates for the Firm Shares, if any, and for any Additional
      Shares shall be registered in such names and in such denominations as you
      shall request prior to 1:00 P.M., New York City time, (i) in respect of
      the Firm Shares, on the second business day preceding the Closing Date and
      (ii) in respect of Additional Shares, on the day of the giving of the
      written notice in respect of such Additional Shares. Such certificates, if
      the Fund determines to issue any certificates, will be made available to
      you in New York City for inspection and packaging not later than 9:00
      A.M., New York City time, on the business day next preceding the Closing
      Date or any Option Closing Date, as the case may be. The certificates, if
      any, evidencing the Firm Shares and any Additional Shares to be purchased
      hereunder shall be delivered to you on the Closing Date or the Option
      Closing Date, as the case may be, through the facilities of the Depository
      Trust Company or another mutually agreeable facility, against payment of
      the purchase price therefor in immediately available funds to the order of
      the Fund.

           5. AGREEMENTS OF THE FUND AND THE ADVISERS. The Fund and the
Advisers, jointly and severally, agree with the several Underwriters as follows:

           (a) If, at the time this Agreement is executed and delivered, it is
      necessary for the Registration Statement or a post-effective amendment
      thereto to be declared effective under the 1933 Act before the offering of

                                       4



      the Firm Shares may commence, the Fund will use its reasonable best
      efforts to cause the Registration Statement or such post-effective
      amendment to become effective under the 1933 Act as soon as possible. If
      the Registration Statement has become effective and the Prospectus
      contained therein omits certain information at the time of effectiveness
      pursuant to Rule 430A of the 1933 Act Rules and Regulations, the Fund will
      file a Prospectus including such information pursuant to Rule 497(h) of
      the 1933 Act Rules and Regulations, as promptly as practicable, but no
      later than the second business day following the earlier of the date of
      the determination of the offering price of the Shares or the date the
      Prospectus is first used after the effective date of the Registration
      Statement. If the Registration Statement has become effective and the
      Prospectus contained therein does not so omit such information, the Fund
      will file a Prospectus pursuant to Rule 497 (c) or (j) of the 1933 Act
      Rules and Regulations as promptly as practicable, but no later than the
      fifth business day following the date of the later of the effective date
      of the Registration Statement or the commencement of the public offering
      of the Shares after the effective date of the Registration Statement. The
      Fund will advise you promptly and, if requested by you, will confirm such
      advice in writing (i) when the Registration Statement or such
      post-effective amendment has become effective and (ii) when the Prospectus
      has been timely filed pursuant to Rule 497(c) or Rule 497(h) of the 1933
      Act Rules and Regulations or the certification permitted pursuant to Rule
      497(j) of the 1933 Act Rules and Regulations has been timely filed,
      whichever is applicable.

           (b) The Fund will advise you promptly and, if requested by you, will
      confirm such advice in writing: (i) of any request made by the Commission
      for amendment of or a supplement to the Registration Statement, any
      Prepricing Prospectus or the Prospectus (or any amendment or supplement to
      any of the foregoing) or for additional information, (ii) of the issuance
      by the Commission, the NASD, Inc. (the "NASD") (to the extent received by
      the Fund), any state securities commission, any national securities
      exchange, any arbitrator, any court or any other governmental, regulatory,
      self-regulatory or administrative agency or any official of any order
      suspending the effectiveness of the Registration Statement, prohibiting or
      suspending the use of the Prospectus, any Prepricing Prospectus or any
      sales material (as hereinafter defined), of any notice pursuant to Section
      8(e) of the 1940 Act, of the suspension of qualification of the Shares for
      offering or sale in any jurisdiction, or the initiation or contemplated
      initiation of any proceeding for any such purposes, (iii) of receipt by
      the Fund, the Advisers, any of their officers or any attorney of the Fund
      or the Advisers of any other material communication from the Commission,
      the NASD, any state securities commission, any national securities
      exchange, any arbitrator, any court or any other governmental, regulatory,
      self-regulatory or administrative agency or any official relating to the
      Registration Statement, the 1940 Act Notification, the Prospectus, any
      Prepricing Prospectus, any sales material (as hereinafter defined) (or any
      amendment or supplement to any of the foregoing), this Agreement or any of
      the Fund Agreements and (iv) within the period of time referred to in
      paragraph (f) below, of any material, adverse change in the condition
      (financial or other), business, business prospects, properties, net assets
      or results of operations of the Fund (other than as a result of changes in
      market conditions generally) or any event which has or would reasonably be

                                       5



      expected to have a material adverse effect on the ability of the Adviser
      or the Sub-Adviser to perform their respective obligations under this
      Agreement, the Additional Compensation Agreement dated June 24, 2003 among
      the Investment Adviser and certain underwriters party thereto (the
      "Additional Compensation Agreement") (in the case of the Investment
      Adviser), the Management Agreement or the Sub-Advisory Agreement, as the
      case may be, or of the happening of any event (but as to each of the Fund
      or an Adviser, an event known to that respective entity) which makes any
      statement of a material fact made in the Registration Statement, the
      Prospectus, any Prepricing Prospectus or any sales material (as
      hereinafter defined) (or any amendment or supplement to any of the
      foregoing) untrue or which requires the making of any additions to or
      changes in the Registration Statement, the Prospectus, any Prepricing
      Prospectus or any sales materials (as hereinafter defined) (or any
      amendment or supplement to any of the foregoing) in order to state a
      material fact required by the 1933 Act, the 1940 Act or the Rules and
      Regulations to be stated therein or necessary in order to make the
      statements therein (in the case of a Prospectus or Prepricing Prospectus
      or any sales material, in light of the circumstances under which they were
      made) not misleading or of the necessity to amend or supplement the
      Registration Statement, the Prospectus, any Prepricing Prospectus or any
      sales material (as hereinafter defined) (or any amendment or supplement to
      any of the foregoing) to comply with the 1933 Act, the 1940 Act, the Rules
      and Regulations or any other law or order of any court or regulatory body.
      If at any time the Commission, the NASD, any state securities commission,
      any national securities exchange, any arbitrator, any court or any other
      governmental, regulatory, self-regulatory or administrative agency or any
      official shall issue any order suspending the effectiveness of the
      Registration Statement, prohibiting or suspending the use of the
      Prospectus, any Prepricing Prospectus or any sales material (as
      hereinafter defined) (or any amendment or supplement to any of the
      foregoing) or suspending the qualification of the Shares for offering or
      sale in any jurisdiction, the Fund will use its reasonable best efforts to
      obtain the withdrawal of such order at the earliest possible time, and
      you, on behalf of the Underwriters, shall cooperate with the Fund to
      obtain such withdrawal.

           (c) The Fund will furnish to you, without charge, one signed copy of
      the registration statement and the 1940 Act Notification as originally
      filed with the Commission and of each amendment thereto, including
      financial statements and all exhibits thereto (except any post-effective
      amendment required by Rule 8b-16 of the 1940 Act Rules and Regulations
      which is filed with the Commission after the later of (x) one year from
      the date of this Agreement and (y) the date on which the distribution of
      the Shares is completed) and will also furnish to you, without charge,
      such number of conformed copies of the registration statement as
      originally filed and of each amendment thereto (except any post-effective
      amendment required by Rule 8b-16 of the 1940 Act Rules and Regulations
      which is filed with the Commission after the later of (x) one year from
      the date of this Agreement and (y) the date on which the distribution of
      the Shares is completed), with or without exhibits, as you may reasonably
      request.

           (d) Within five years from the date hereof, the Fund will not (i)
      file any amendment (except any post-effective amendment required by Rule
      8b-16 of the 1940 Act which is filed with the Commission after the later

                                       6



      of (x) one year from the date of this Agreement or (y) the date on which
      the distribution of the Shares is completed) to the Registration Statement
      or make any amendment or supplement to the Prospectus, any Prepricing
      Prospectus or any sales material (as hereinafter defined) (or any
      amendment or supplement to any of the foregoing) of which you shall not
      previously have been advised or to which you shall reasonably object
      within a reasonable time after being so advised or (ii) so long as, in the
      opinion of counsel for the Underwriters, a Prospectus is required to be
      delivered in connection with sales of Shares by any Underwriter or dealer,
      file any information, documents or reports pursuant to the Securities
      Exchange Act of 1934, as amended (the "1934 Act"), without delivering a
      copy of such information, documents or reports to you, as Representatives
      of the Underwriters, prior to or concurrently with such filing.

           (e) Prior to the execution and delivery of this Agreement, the Fund
      has delivered to you, without charge, in such quantities as you have
      reasonably requested, copies of each form of any Prepricing Prospectus.
      The Fund consents to the use, in accordance with the provisions of the
      1933 Act and with the securities or Blue Sky laws of the jurisdictions in
      which the Shares are offered by the several Underwriters and by dealers,
      prior to the date of the Prospectus, of each Prepricing Prospectus so
      furnished by the Fund.

           (f) As soon after the execution and delivery of this Agreement as
      reasonably possible and thereafter from time to time, for such period as
      in the opinion of counsel for the Underwriters a prospectus is required by
      the 1933 Act to be delivered in connection with sales of Shares by any
      Underwriter or dealer, the Fund will expeditiously deliver to each
      Underwriter and each dealer, without charge, as many copies of the
      Prospectus (and of any amendment or supplement thereto) as you may
      reasonably request. The Fund consents to the use of the Prospectus (and of
      any amendments or supplements thereto) in accordance with the provisions
      of the 1933 Act, with the securities or Blue Sky laws of the jurisdictions
      in which the Shares are offered by the several Underwriters and by all
      dealers to whom Shares may be sold and with other applicable laws and
      regulations, both in connection with the offering or sale of the Shares
      and for such period of time thereafter as the Prospectus is required by
      law to be delivered in connection with sales of Shares by any Underwriter
      or dealer. If during such period of time any event shall occur that in the
      judgment of the Fund or in the reasonable opinion of counsel for the
      Underwriters is required to be set forth in the Prospectus (as then
      amended or supplemented) or should be set forth therein in order to make
      the statements therein, in light of the circumstances under which they
      were made, not misleading or if it is necessary to supplement or amend the
      Prospectus to comply with the 1933 Act, the 1940 Act, the Rules and
      Regulations or any other federal law, rule or regulation or any state
      securities or Blue Sky disclosure laws, rules or regulations, the Fund
      will forthwith prepare and, subject to the provisions of paragraph (d)
      above, file with the Commission an appropriate amendment or supplement
      thereto and will furnish as expeditiously as reasonably possible to the
      Underwriters and dealers, without charge, such number of copies thereof as
      they shall reasonably request; PROVIDED, however, if such amendment or
      supplement is required solely as a result of a material

                                       7



      misstatement in or material omission from the information furnished by or
      on behalf of an Underwriter to the Fund or the Advisers expressly for use
      in the Registration Statement or the Prospectus, then the Fund shall
      deliver such amendment or supplement at cost. In the event that the
      Prospectus is to be amended or supplemented, the Fund, if reasonably
      requested by you, will promptly issue a press release announcing or
      disclosing any material matters to be covered by the proposed amendment or
      supplement.

           (g) The Fund will cooperate with you and with counsel for the
      Underwriters in connection with the registration or qualification of the
      Shares for offering and sale by the several Underwriters and by dealers as
      may be required under the applicable securities or Blue Sky laws of such
      jurisdictions as you may designate and will file such consents to service
      of process or other documents necessary or appropriate in order to effect
      such registration or qualification; provided, however, that the foregoing
      shall not apply to the extent that the Shares are "covered securities"
      that are exempt from state regulation of securities offerings pursuant to
      Section 18 of the 1933 Act, and provided further that in no event shall
      the Fund be obligated to qualify to do business in any jurisdiction where
      it is not now so qualified or to take any action which would subject it to
      service of process in suits, other than those arising out of the offering
      or sale of the Shares, in any jurisdiction where it is not now so subject.

           (h) The Fund will make generally available to its security holders an
      earnings statement, which need not be audited, covering a twelve-month
      period commencing after the effective date of the Registration Statement
      and ending not later than 18 months thereafter, as soon as reasonably
      practicable after the end of such period, which earnings statement shall
      satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 of
      the 1933 Act Rules and Regulations.

           (i) The Fund will comply with the undertaking set forth in paragraph
      6 of Item 33 of Part C of the Registration Statement.

           (j) During the period of three years hereafter, the Fund will furnish
      to you (i) as soon as available, a copy of each report of the Fund mailed
      to shareholders or filed with the Commission or furnished to the AMEX
      (other than reports on Form N-SAR or Form N-CSR), provided such report or
      the information contained therein is publicly available and (ii) from time
      to time such other information concerning the Fund as you may reasonably
      request.

           (k) If this Agreement shall terminate or shall be terminated after
      execution pursuant to any provisions hereof (other than pursuant to the
      second paragraph of Section 10 hereof or by notice given by you
      terminating this Agreement pursuant to Section 10 or Section 11 hereof) or
      if this Agreement shall be terminated by the Underwriters because of any
      failure or refusal on the part of the Fund or the Advisers to comply with
      any material terms in this Agreement or because any of the conditions of
      this Agreement required to be complied with or fulfilled by them are not
      satisfied, the Fund and the Advisers, jointly and severally, agree to
      reimburse the Representatives for all reasonable out-of-pocket expenses

                                       8



      (including reasonable fees and expenses of counsel for the Underwriters)
      incurred by you in connection herewith, but the Fund and the Advisers
      shall in no event be liable for any internal cost of the Underwriters or
      any loss of anticipated profits or speculative, consequential or similar
      damages for such termination.

           (l) The Fund will direct the investment of the net proceeds of the
      offering of the Shares in such a manner as to comply with the investment
      objectives, policies and restrictions of the Fund as described in the
      Prospectus.

           (m) The Fund will file the requisite copies of the Prospectus with
      the Commission in a timely fashion pursuant to Rule 497(c) or Rule 497(h)
      of the 1933 Act Rules and Regulations, whichever is applicable or, if
      applicable, will file in a timely fashion the certification permitted by
      Rule 497(j) of the 1933 Act Rules and Regulations and will advise you of
      the time and manner of such filing.

           (n) Except as provided in this Agreement or pursuant to any dividend
      reinvestment plan of the Fund in effect on the date hereof, neither the
      Fund nor the Advisers will sell, contract to sell or otherwise dispose of
      or hedge, any Common Shares or any securities convertible into or
      exercisable or exchangeable for Common Shares or grant any options or
      warrants to purchase Common Shares, for a period of 180 days after the
      date of the Prospectus, without the prior written consent of Citigroup
      Global Markets Inc.

           (o) Except as stated in this Agreement and in the Prospectus, neither
      the Fund nor the Advisers have taken, nor will any of them take, directly
      or indirectly, any action designed to or that might reasonably be expected
      to cause or result in stabilization or manipulation of the price of the
      Common Shares in violation of the federal securities laws to facilitate
      the sale or resale of the Common Shares.

           (p) The Fund will use its reasonable best efforts to have the Common
      Shares listed, subject to notice of issuance, on the AMEX prior to or
      concurrently with the effectiveness of the Registration Statement and to
      comply with the rules and regulations of such exchange.

           6. Representations and Warranties of the Fund and the Advisers. The
Fund and the Advisers, jointly and severally, represent and warrant to each
Underwriter that:

           (a) Each Prepricing Prospectus complied when so filed in all material
      respects with the provisions of the 1933 Act, the 1940 Act and the Rules
      and Regulations (except that this representation and warranty does not
      apply to statements in or omissions from the Prepricing Prospectus made in
      reliance upon and in conformity with information relating to any
      Underwriter furnished to the Fund by or on behalf of any Underwriter
      through you expressly for use therein).

           (b) The Registration Statement, in the form in which it became or
      becomes effective and also in such form as it may be when any
      post-effective amendment thereto shall become effective and the Prospectus

                                       9



      and any amendment or supplement thereto when filed with the Commission
      under Rule 497 of the 1933 Act Rules and Regulations and the 1940 Act
      Notification when originally filed with the Commission and any amendment
      or supplement thereto when filed with the Commission complied or will
      comply in all material respects with the provisions of the 1933 Act, the
      1940 Act and the Rules and Regulations and did not or will not at any such
      times 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 (in the case of a Prospectus or Prepricing Prospectus,
      in light of the circumstances under which they were made) not misleading;
      except that this representation and warranty does not apply to statements
      in or omissions from the Registration Statement or the Prospectus (or any
      amendment or supplement thereto) made in reliance upon and in conformity
      with information relating to any Underwriter furnished to the Fund in
      writing by or on behalf of any Underwriter through you or your counsel
      expressly for use therein.

           (c) All the outstanding Common Shares of the Fund have been duly
      authorized and validly issued, are fully paid and, except as described in
      the Registration Statement, nonassessable and are free of any preemptive
      or similar rights; the Shares have been duly authorized and, when issued
      and delivered to the Underwriters against payment therefor in accordance
      with the terms hereof, will be validly issued, fully paid and, except as
      described in the Registration Statement, nonassessable and free of any
      preemptive or similar rights and the capital stock of the Fund conforms in
      all material respects to the description thereof in the Registration
      Statement and the Prospectus (and any amendment or supplement thereto).

           (d) The Fund has been duly formed and is validly existing in good
      standing as a corporation under the laws of the State of Maryland, with
      full corporate power and authority to own, lease and operate its
      properties and to conduct its business as described in the Registration
      Statement and the Prospectus (and any amendment or supplement thereto) and
      is duly registered and qualified to conduct business and is in good
      standing in each jurisdiction or place where the nature of its properties
      or the conduct of its business requires such registration or
      qualification, except where the failure so to register or to qualify does
      not have a material, adverse effect on the condition (financial or other),
      business, business prospects, properties, net assets or results of
      operations (a "Material Adverse Effect") of the Fund. The Fund has no
      subsidiaries.

           (e) There are no legal or governmental proceedings pending or, to the
      knowledge of the Fund, threatened against the Fund or to which the Fund or
      any of its properties is subject, that are required to be described in the
      Registration Statement or the Prospectus (or any amendment or supplement
      thereto) but are not described as required by the 1933 Act, the 1940 Act
      or the Rules and Regulations and there are no agreements, contracts,
      indentures, leases or other instruments that are required to be described
      in the Registration Statement or the Prospectus (or any amendment or
      supplement thereto) or to be filed as an exhibit to the Registration
      Statement that are not described or filed therein as required by the 1933
      Act, the 1940 Act or the Rules and Regulations.

                                       10



           (f) The Fund is not (i) in violation of its Articles of Incorporation
      or By-Laws or (ii) in violation of any law, ordinance, administrative or
      governmental rule or regulation applicable to the Fund, including, without
      limitation, the applicable provisions of the Sarbanes-Oxley Act of 2002
      and the rules and regulations promulgated in connection therewith, or of
      any material decree of the Commission, the NASD, any state securities
      commission, any national securities exchange, any arbitrator, any court or
      any other governmental, regulatory, self-regulatory or administrative
      agency or any official having jurisdiction over the Fund or (iii) in
      breach or default in any respect in the performance of any obligation,
      agreement or condition contained in any bond, debenture, note or any other
      evidence of indebtedness or in any agreement, indenture, lease or other
      instrument to which the Fund is a party or by which it or any of its
      properties may be bound , except, in the case of clauses (ii) and (iii)
      above, for violations, breaches or defaults that do not or would not have,
      either individually or in the aggregate, a Material Adverse Effect on the
      Fund.

           (g) Neither the issuance and sale of the Shares, the execution,
      delivery or performance of this Agreement nor any of the Fund Agreements
      by the Fund, nor the consummation by the Fund of the transactions
      contemplated hereby or thereby (i) requires the Fund to obtain any
      consent, approval, authorization or other order of or registration or
      filing which has not yet been obtained or made with the Commission, the
      NASD, any national securities exchange, any arbitrator, any court or any
      other governmental, regulatory, self-regulatory or administrative agency
      or any official having jurisdiction over the Fund (except such as may have
      been obtained or made prior to this Agreement and except for compliance
      with the securities or Blue Sky laws of various jurisdictions which have
      been or will be effected in accordance with this Agreement and except for
      compliance with the filing requirements of the NASD Division of Corporate
      Finance) or conflicts or will conflict with or constitutes or will
      constitute a breach of the Articles of Incorporation or By-Laws of the
      Fund or (ii) conflicts or will conflict with or constitutes or will
      constitute a breach of or a default under, any agreement, indenture, lease
      or other instrument to which the Fund is a party or by which it or any of
      its properties may be bound or violates or will violate any statute, law,
      regulation or filing or judgment, injunction, order or decree applicable
      to the Fund or any of its properties or will result in the creation or
      imposition of any lien, charge or encumbrance upon any property or assets
      of the Fund pursuant to the terms of any 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, except, in the case of clause (ii)
      above, for conflicts, breaches, defaults, violations or encumbrances that
      do not or would not have, either individually or in the aggregate, a
      Material Adverse Effect on the Fund or a material adverse effect on the
      Fund's ability to perform its obligations under this Agreement or the Fund
      Agreements.

           (h) Since the date as of which information is given in the
      Registration Statement and the Prospectus (and any amendment or supplement
      to either of them), except as otherwise stated therein, (i) there has been
      no change, whether or not arising in the ordinary course of business that
      has or would have a Material Adverse Effect on the Fund (other than as a
      result of a change in the financial markets generally); (ii) there have
      been no transactions entered into by the Fund which are material to the

                                       11



      Fund other than those in the ordinary course of its business as described
      in the Prospectus (and any amendment or supplement thereto) or as
      contemplated by this Agreement and (iii) there has been no dividend or
      distribution of any kind declared, paid or made by the Fund on any class
      of its common stock.

           (i) The accountants, Ernst & Young LLP, who have audited or shall
      audit at or prior to the Closing Date the Statement of Assets and
      Liabilities included in the Registration Statement and the Prospectus (and
      any amendment or supplement thereto), are an independent public accounting
      firm as required by the 1933 Act, the 1940 Act and the Rules and
      Regulations.

           (j) The financial statements, together with related schedules and
      notes, included or incorporated by reference in the Registration Statement
      and the Prospectus (or any amendment or supplement to either of them)
      present fairly the financial position of the Fund on the basis stated in
      the Registration Statement and the Prospectus at the respective dates or
      for the respective periods to which they apply; such statements and
      related schedules and notes have been prepared in accordance with
      generally accepted accounting principles consistently applied throughout
      the periods involved except as disclosed therein; and the other financial
      and statistical information and data included in the Registration
      Statement or the Prospectus (or any amendment or supplement thereto) are
      accurately derived from such financial statements and the books and
      records of the Fund.

           (k) The Fund, subject to the Registration Statement having been
      declared effective and the filing of the Prospectus under Rule 497 under
      the 1933 Act Rules and Regulations, has taken all action required to be
      taken by it under the 1933 Act, the 1940 Act and the Rules and Regulations
      to make the public offering and consummate the sale of the Shares as
      contemplated by this Agreement.

           (l) The execution and delivery of, and the performance by the Fund of
      its obligations under, this Agreement and the Fund Agreements have been
      duly and validly authorized by the Fund and this Agreement and the Fund
      Agreements have been duly executed and delivered by the Fund and, assuming
      due authorization, execution and delivery by the other parties hereto and
      thereto, the Fund Agreements constitute the valid and legally binding
      agreements of the Fund, enforceable against the Fund in accordance with
      their terms, except as rights to indemnity and contribution hereunder may
      be limited by federal or state securities laws and subject to the
      qualification that the enforceability of the Fund's obligations hereunder
      and thereunder may be limited by bankruptcy, fraudulent conveyance,
      insolvency, reorganization, moratorium and other laws relating to or
      affecting creditors' rights generally and by general equitable principles
      (regardless of whether enforcement is sought in a proceeding in equity or
      at law).

           (m) Except as disclosed in the Registration Statement and the
      Prospectus (or any amendment or supplement thereto), subsequent to the
      respective dates as of which such information is given in the Registration
      Statement and the Prospectus (or any amendment or supplement thereto), the
      Fund has not incurred any liability or obligation, direct or contingent,

                                       12



      or entered into any transaction, not in the ordinary course of business,
      that is material to the Fund and there has not been any change in the
      capital stock or material increase in the short-term debt or long-term
      debt of the Fund or any change or development which should reasonably be
      expected to have a Material Adverse Effect on the Fund.

           (n) The Fund has not distributed and, prior to the later to occur of
      (i) the Closing Date and (ii) completion of the distribution of the
      Shares, will not distribute to the public in either printed or electronic
      form any offering material in connection with the offering and sale of the
      Shares other than the Registration Statement, the Prepricing Prospectus
      included in Pre-Effective Amendment No. 1 to the Registration Statement,
      the Prospectus and the advertisements/sales literature filed by Simpson
      Thacher & Bartlett with the NASD on May 20, 2003.

           (o) (i) The Fund has such licenses, permits, and authorizations of
      governmental or regulatory authorities ("permits") as are necessary to own
      its property and to conduct its business in the manner described in the
      Prospectus (and any amendment or supplement thereto); (ii) the Fund has
      fulfilled and performed all its obligations with respect to such permits
      and no event has occurred which allows or, after notice or lapse of time,
      would allow, revocation or termination thereof or results in any other
      impairment of the rights of the Fund under any such permit, subject in
      each case to such qualification as may be set forth in the Prospectus (or
      any amendment or supplement thereto); except, in the case of each of
      clauses (i) and (ii), where the failure to obtain or perform its
      obligations with respect to such permits, or the restrictions set forth in
      such permits, either individually or in the aggregate, does not or would
      not have a Material Adverse Effect on the Fund and (iii) except as
      described in the Prospectus (or any amendment or supplement thereto), none
      of such permits contains any restriction that would reasonably be expected
      to have a Material Adverse Effect on the Fund.

           (p) The Fund maintains and will maintain a system of internal
      accounting controls sufficient to provide reasonable assurances that (i)
      transactions are executed in accordance with management's general or
      specific authorization and with the investment policies and restrictions
      of the Fund and the applicable requirements of the 1940 Act, the 1940 Act
      Rules and Regulations and the Internal Revenue Code of 1986, as amended
      (the "Code"); (ii) transactions are recorded as necessary to permit
      preparation of financial statements in conformity with generally accepted
      accounting principles, to calculate net asset value, to maintain
      accountability for assets and to maintain material compliance with the
      books and records requirements under the 1940 Act and the 1940 Act Rules
      and Regulations; (iii) access to assets is permitted only in accordance
      with management's general or specific authorization; and (iv) the recorded
      account for assets is compared with existing assets at reasonable
      intervals and appropriate action is taken with respect to any differences.

           (q) 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
      retained any funds, which payment, receipt or retention of such funds is

                                       13



      of a character required to be disclosed in the Prospectus and that is not
      so disclosed.

           (r) The conduct by the Fund of its business (as described in the
      Prospectus) does not require it to be the owner, possessor or licensee or
      otherwise require it to have the right to use any patents, patent
      licenses, trademarks, service marks or trade names (collectively,
      "Intellectual Property"), which it does not own, possess, license or
      otherwise have the right to use, except where the failure to own, possess,
      license or otherwise have the right to use such Intellectual Property,
      individually or in the aggregate, does not or would not be reasonably
      expected to have a Material Adverse Effect on the Fund.

           (s) Except as stated in this Agreement and in the Prospectus (and any
      amendment or supplement thereto), the Fund has not taken and will not
      take, directly or indirectly, any action designed to or which should
      reasonably be expected to cause or result in or which will constitute
      stabilization or manipulation of the price of the Common Shares in
      violation of federal securities laws and the Fund is not aware of any such
      action taken or to be taken by any affiliates of the Fund.

           (t) The Fund is duly registered under the 1940 Act as a closed-end,
      non-diversified management investment company and the 1940 Act
      Notification has been duly filed with the Commission and, at the time of
      filing thereof and at the time of filing any amendment or supplement
      thereto, conformed in all material respects with all applicable provisions
      of the 1940 Act and the 1940 Act Rules and Regulations. The Fund has not
      received any notice from the Commission pursuant to Section 8(e) of the
      1940 Act with respect to the 1940 Act Notification or the Registration
      Statement (or any amendment or supplement thereto).

           (u) All advertising, sales literature or other promotional material
      (including "prospectus wrappers," "broker kits," "road show slides" and
      "road show scripts"), whether in printed or electronic form, authorized in
      writing by or prepared by the Fund or the Advisers for use in connection
      with the offering and sale of the Shares (collectively, "sales material")
      complied and comply in all material respects with the applicable
      requirements of the 1933 Act, the 1933 Act Rules and Regulations and the
      rules and interpretations of the NASD. No sales material contained or
      contains an untrue statement of a material fact or omitted or omits to
      state a material fact required to be stated therein or necessary to make
      the statements therein, in light of the circumstances under which they
      were made, not misleading (except that this representation and warranty
      does not apply to statements in or omissions from the sales material made
      in reliance upon and in conformity with information relating to any
      Underwriter furnished to the Fund by or on behalf of any Underwriter
      through you expressly for use therein).

           (v) This Agreement and each of the Fund Agreements complies in all
      material respects with all applicable provisions of the 1940 Act, the 1940
      Act Rules and Regulations, the Investment Advisers Act of 1940, as amended
      (the "Advisers Act"), and the rules and regulations adopted by the

                                       14



      Commission under the Advisers Act (the "Advisers Act Rules and
      Regulations").

           (w) No holder of any security of the Fund has any right to require
      registration of Common Shares or any other security of the Fund because of
      the filing of the registration statement or consummation of the
      transactions contemplated by this Agreement.

           (x) The Shares have been approved for listing, subject to official
      notice of issuance, on the AMEX and the Fund's registration statement on
      Form 8-A, under the 1934 Act, has become effective.

           (y) The Fund intends to direct the investment of the proceeds of the
      offering of the Shares in such a manner as to comply with the requirements
      of Subchapter M of the Code.

           (z) Except as disclosed in the Registration Statement and the
      Prospectus (or any amendment or supplement thereto), to the Fund's
      knowledge after due inquiry, 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 any Underwriter listed in Schedule I
      hereto.

           7. REPRESENTATIONS AND WARRANTIES OF THE ADVISERS. Each of the
Investment Adviser and the Subadviser, jointly and severally, represents and
warrants to each Underwriter as follows:

           (a) Such Adviser is a corporation or limited liability company duly
      organized and validly existing in good standing under the laws of its
      jurisdiction of incorporation, with full corporate or limited liability
      company, as the case may be, power and authority to own, lease and operate
      its properties and to conduct its business as described in the
      Registration Statement and the Prospectus (and any amendment or supplement
      thereto) and is duly registered and qualified to conduct business and is
      in good standing in each jurisdiction or place where the nature of its
      properties or conduct of its business requires such registration or
      qualification, except where the failure so to register or to qualify would
      not have a material, adverse effect on the condition (financial or other),
      business, properties, net assets or results of operations of such Adviser
      (an "Adviser Material Adverse Effect").

           (b) Such Adviser is duly registered as an investment adviser under
      the Advisers Act and is not prohibited by the Advisers Act, the 1940 Act,
      the Advisers Act Rules and Regulations or the 1940 Act Rules and
      Regulations from acting under the Fund Agreements to which it is a party
      for the Fund or the Sub-Advisory Agreement to which it is a party as
      contemplated by the Registration Statement and the Prospectus (or any
      amendment or supplement thereto).

           (c) Such Adviser has full power and authority to enter into this
      Agreement, the Additional Compensation Agreement (in the case of the
      Investment Adviser), the Fund Agreements to which it is a party and the

                                       15



      Sub-Advisory Agreement to which it is a party, the execution and delivery
      of, and the performance by such Adviser of its obligations under, this
      Agreement, the Additional Compensation Agreement (in the case of the
      Investment Adviser), the Fund Agreements to which it is a party and the
      Sub-Advisory Agreement to which it is a party have been duly and validly
      authorized by such Adviser; and this Agreement, the Additional
      Compensation Agreement (in the case of the Investment Adviser), the Fund
      Agreements to which it is a party and the Sub-Advisory Agreement to which
      it is a party have been duly executed and delivered by such Adviser and,
      assuming the due authorization, execution and delivery by the other
      parties thereto, such Additional Compensation Agreement (in the case of
      the Investment Adviser), Fund Agreements and Sub-Advisory Agreement
      constitute the valid and legally binding agreements of such Adviser,
      enforceable against such Adviser in accordance with their terms, except as
      rights to indemnity and contribution hereunder may be limited by federal
      or state securities laws and subject to the qualification that the
      enforceability of such Adviser's obligations hereunder and thereunder may
      be limited by bankruptcy, fraudulent conveyance, insolvency,
      reorganization, moratorium and other laws relating to or affecting
      creditors' rights generally and by general equitable principles
      (regardless of whether enforcement is sought in a proceeding in equity or
      at law).

           (d) Such Adviser has the financial resources available to it
      necessary for the performance of its services and obligations as
      contemplated in the Registration Statement and the Prospectus (or any
      amendment or supplement thereto) and under this Agreement, the Additional
      Compensation Agreement (in the case of the Investment Adviser) and the
      Fund Agreements to which it is a party and the Sub-Advisory Agreement to
      which it is a party.

           (e) The description of such Adviser and its business, and the
      statements directly attributable to such Adviser, in the Registration
      Statement and the Prospectus (and any amendment or supplement thereto)
      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 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
      (in the case of a Prospectus or Prepricing Prospectus, in light of the
      circumstances under which they were made) not misleading.

           (f) There are no legal or governmental proceedings pending or, to the
      knowledge of such Adviser, threatened against such Adviser that are
      required to be described in the Registration Statement or the Prospectus
      (or any amendment or supplement thereto) but are not described as required
      or that reasonably should be expected to result in an Adviser Material
      Adverse Effect with respect to such Adviser or that reasonably should, if
      determined adversely with respect to such Adviser, have a material,
      adverse effect on the ability of such Adviser to fulfill its obligations
      hereunder under the Additional Compensation Agreement (in the case of the
      Investment Adviser) or under the Fund Agreements to which it is a party or
      under the Sub-Advisory Agreement to which it is a party.

                                       16



           (g) Since the respective dates as of which information is given in
      the Registration Statement and the Prospectus (and any amendment or
      supplement to either of them), except as otherwise stated therein, (i)
      there has been no Adviser Material Adverse Effect with respect to such
      Adviser, whether or not arising from the ordinary course of business and
      (ii) there have been no transactions entered into by such Adviser which
      are material to such Adviser other than those in the ordinary course of
      its business as described in the Prospectus.

           (h) Such Adviser has such licenses, permits and authorizations of
      governmental or regulatory authorities ("permits") as are necessary to own
      its property and to conduct its business in the manner described in the
      Prospectus; such Adviser has fulfilled and performed all its obligations
      with respect to such permits and no event has occurred which allows, or
      after notice or lapse of time would allow, revocation or termination
      thereof or results in any other impairment of the rights of such Adviser
      under any such permit , subject in each case to such qualification as may
      be set forth in the Prospectus (or any amendment or supplement thereto),
      except where the failure to obtain or perform its obligations with respect
      to such permits, or the restrictions set forth in such permits, either
      individually or in the aggregate, does not or would not have an Adviser
      Material Adverse Effect.

           (i) This Agreement, the Additional Compensation Agreement (in the
      case of the Investment Adviser), the Fund Agreements to which such Adviser
      is a party and the Sub-Advisory Agreement to which it is a party comply in
      all material respects with all applicable provisions of the 1940 Act, the
      1940 Act Rules and Regulations, the Advisers Act and the Advisers Act
      Rules and Regulations.

           (j) Neither the execution, delivery or performance of this Agreement,
      the Additional Compensation Agreement (in the case of the Investment
      Adviser) or the Fund Agreements by such Adviser which is a party thereto
      or the Sub-Advisory Agreement by such Adviser which is a party thereto,
      nor the consummation by such Adviser of the transactions contemplated
      hereby or thereby (i) requires such Adviser to obtain any consent,
      approval, authorization or other order of or registration or filing with
      the Commission, the NASD, any state securities commission, any national
      securities exchange, any arbitrator, any court or any other governmental,
      regulatory, self-regulatory or administrative agency or any official
      having jurisdiction over such Adviser (except such as may have been
      obtained or made prior to this Agreement and except for compliance with
      the securities or Blue Sky laws of various jurisdictions which have been
      or will be effected in accordance with this Agreement and except for
      compliance with the filing requirements of the NASD Division of Corporate
      Finance) or conflicts or will conflict with or constitutes or will
      constitute a breach of or a default under, the Certificate of
      Incorporation or the Certificate of Formation, as the case may be, By-Laws
      or the Limited Liability Company Agreement, as the case may be or (ii)
      conflicts or will conflict with or constitutes or will constitute a breach
      of or a default under, any agreement, indenture, lease or other instrument
      to which such Adviser is a party or by which it or any of its properties
      may be bound or materially violates or will violate any statute, law,

                                       17



      regulation or filing or judgment, injunction, order or decree applicable
      to such Adviser or any of its properties or will result in the creation or
      imposition of any lien, charge or encumbrance upon any property or assets
      of such Adviser pursuant to the terms of any 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 such Adviser is subject, except, in the case of
      clause (ii) above, for conflicts, breaches, defaults, violations or
      encumbrances that do not or would not have, either individually or in the
      aggregate, an Adviser Material Adverse Effect, or a material adverse
      effect on the Adviser's ability to perform its obligations under this
      Agreement, the Additional Compensation Agreement (in the case of the
      Investment Adviser) or the Fund Agreements to which it is a party.

           (k) Except as stated in this Agreement and in the Prospectus (and in
      any amendment or supplement thereto), such Adviser has not taken and nor
      will it take, directly or indirectly, any action designed to or which
      should reasonably be expected to cause or result in or which will
      constitute, stabilization or manipulation of the price of the Common
      Shares in violation of federal securities laws and such Adviser is not
      aware of any such action taken or to be taken by any affiliates of such
      Adviser.

           (l) In the event that the Fund or such Adviser makes available any
      promotional materials intended for use only by qualified broker-dealers
      and registered representatives thereof by means of an Internet web site
      administered by such party or similar electronic means, such Adviser will
      install and maintain pre-qualification and password-protection or similar
      procedures which are reasonably designed to restrict access to such
      promotional materials by persons other than qualified broker-dealers and
      registered representatives thereof.

           8. INDEMNIFICATION AND CONTRIBUTION.

           (a) The Fund and the Advisers, jointly and severally, agree to
      indemnify and hold harmless each of you and each other 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, from and against
      any and all losses, claims, damages, liabilities and reasonable expenses,
      joint or several (including costs of investigation) arising out of or
      based upon any untrue statement or alleged untrue statement of a material
      fact contained in the Registration Statement, the Prospectus or any
      Prepricing Prospectus, any sales material (or any amendment or supplement
      to any of the foregoing) or arising out of or based upon any omission or
      alleged omission to state therein a material fact required to be stated
      therein or necessary to make the statements therein (in the case of a
      Prospectus or Prepricing Prospectus, in light of the circumstances under
      which they were made) not misleading, except insofar as such losses,
      claims, damages, liabilities or expenses arise out of or are based upon
      any untrue statement or omission or alleged untrue statement or omission
      which has been made therein or omitted therefrom in reliance upon and in
      conformity with the information relating to such Underwriters furnished in
      writing to the Fund by or on behalf of any Underwriter through you
      expressly for use in connection therewith PROVIDED, however, that the
      foregoing indemnification contained in this paragraph (a) with respect to

                                       18



      the Prepricing Prospectus (or any amendment or supplement thereto) shall
      not inure to the benefit of any Underwriter (or to the benefit of any
      person controlling such Underwriter) on account of any such loss, claim,
      damage, liability or expense arising from the sale of the Shares by such
      Underwriter to any person if it is shown that a copy of any such amendment
      or supplement to the Prepricing Prospectus or the Prospectus (which term
      as used in this proviso shall not include any statement of additional
      information unless specifically requested by such person) was not
      delivered or sent to such person within the time required by the 1933 Act
      and the 1933 Act Rules and Regulations and the untrue statement or alleged
      untrue statement or omission or alleged omission of a material fact
      contained in the Prepricing Prospectus was corrected in the supplement or
      amendment to the Prepricing Prospectus or in the Prospectus, provided that
      the Fund has delivered such supplements or amendments or the Prospectus to
      the several Underwriters in requisite quantity on a timely basis to permit
      proper delivery or sending. The foregoing indemnity agreement shall be in
      addition to any liability which the Fund or the Advisers may otherwise
      have.

           (b) If any action, suit or proceeding shall be brought against any
      Underwriter or any person controlling any Underwriter in respect of which
      indemnity may be sought against the Fund or the Advisers, such Underwriter
      or such controlling person shall promptly notify the Fund or the Advisers
      and the Fund or the Advisers shall assume the defense thereof, including
      the employment of counsel and the payment of all fees and expenses. Such
      Underwriter or any such controlling person shall have the right to employ
      separate counsel in any such action, suit or proceeding and to participate
      in the defense thereof, but the fees and expenses of such counsel shall be
      at the expense of such Underwriter or controlling person unless (i) the
      Fund or the Advisers have agreed in writing to pay such fees and expenses,
      (ii) the Fund and the Advisers have failed within a reasonable time to
      assume the defense and employ counsel or (iii) the named parties to any
      such action, suit or proceeding (including any impleaded parties) include
      both such Underwriter or such controlling person and the Fund or the
      Advisers and such Underwriter or such controlling person shall have been
      advised by its counsel that representation of such indemnified party and
      the Fund or the Advisers by the same counsel would be inappropriate under
      applicable standards of professional conduct (whether or not such
      representation by the same counsel has been proposed) due to actual or
      potential differing interests between them (in which case the Fund and the
      Advisers shall not have the right to assume the defense of such action,
      suit or proceeding on behalf of such Underwriter or such controlling
      person). It is understood, however, that the Fund and the Advisers shall,
      in connection with any one such action, suit or proceeding or separate but
      substantially similar or related actions, suits or proceedings in the same
      jurisdiction arising out of the same general allegations or circumstances
      be liable for the reasonable fees and expenses of only one separate firm
      of attorneys (in addition to any local counsel if there is any action,
      suit or proceeding in more than one jurisdiction) at any time for all such
      Underwriters and controlling persons not having actual or potential
      differing interests with you or among themselves, which firm shall be
      designated in writing by Citigroup Global Markets Inc. and that, subject
      to the requirements of 1940 Act Release No. 11330 and Section 17(i) of the
      1940 Act, all such fees and expenses shall be reimbursed promptly as they

                                       19



      are incurred. The Fund and the Advisers shall not be liable for any
      settlement of any such action, suit or proceeding effected without the
      written consent of the Fund or the Advisers (whether or not the Fund or
      the Advisers are actual or potential parties to such action, suit or
      proceeding), but if settled with such written consent or if there be a
      final judgment for the plaintiff in any such action, suit or proceeding,
      the Fund and the Advisers agree to indemnify and hold harmless any
      Underwriter, to the extent provided in the preceding paragraph, and any
      such controlling person from and against any loss, liability, damage or
      expense by reason by such settlement or judgment.

           (c) Each Underwriter agrees, severally and not jointly, to indemnify
      and hold harmless the Fund and the Advisers, their directors, members or
      managers, any officers of the Fund who sign the Registration Statement and
      any person who controls the Fund or the Advisers within the meaning of
      Section 15 of the 1933 Act or Section 20 of the 1934 Act, to the same
      extent as the foregoing indemnity from the Fund and the Advisers to each
      Underwriter, but only with respect to information relating to such
      Underwriter furnished in writing by or on behalf of such Underwriter
      through you or your counsel expressly for use in the Registration
      Statement, the Prospectus or the Prepricing Prospectus (or any amendment
      or supplement to any of the foregoing). If any action, suit or proceeding
      shall be brought against the Fund or the Advisers, any of their directors,
      members or managers, any such officer or any such controlling person,
      based on the Registration Statement, the Prospectus or the Prepricing
      Prospectus (or any amendment or supplement to any of the foregoing) and in
      respect of which indemnity may be sought against any Underwriter pursuant
      to this paragraph (c), such Underwriter shall have the rights and duties
      given to the Fund by paragraph (b) above (except that if the Fund or the
      Advisers shall have assumed the defense thereof such Underwriter shall not
      be required to do so, but may employ separate counsel therein and
      participate in the defense thereof, but the fees and expenses of such
      counsel shall be at such Underwriter's expense) and the Fund and the
      Advisers, their directors, any such officer and any such controlling
      person shall have the rights and duties given to the Underwriters by
      paragraph (b) above. The foregoing indemnity agreement shall be in
      addition to any liability which the Underwriters may otherwise have.

           (d) If the indemnification provided for in this Section 8 is
      unavailable to an indemnified party under paragraphs (a) or (c) hereof in
      respect of any losses, claims, damages, liabilities or expenses referred
      to therein, then an indemnifying party, in lieu of indemnifying such
      indemnified party, shall contribute to the amount paid or payable by such
      indemnified party as a result of such losses, claims, damages, liabilities
      or expenses (i) in such proportion as is appropriate to reflect the
      relative benefits received by the Fund and the Advisers on the one hand
      (treated jointly for this purpose as one person) and the Underwriters on
      the other hand from the offering of the Shares or (ii) if the allocation
      provided by clause (i) above 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 Advisers on the one hand (treated jointly for this purpose as one
      person) and of the Underwriters on the other hand in connection with the

                                       20



      statements or omissions which resulted in such losses, claims, damages,
      liabilities or expenses, as well as any other relevant equitable
      considerations. The relative benefits received by the Fund and the
      Advisers on the one hand (treated jointly for this purpose as one person)
      and the Underwriters on the other hand shall be deemed to be in the same
      proportion as the total net proceeds from the offering (before deducting
      expenses) received by the Fund as set forth in the table on the cover page
      of the Prospectus bear to the total underwriting discounts and commissions
      received by the Underwriters with respect to the Firm Shares as set forth
      in the table on the cover page of the Prospectus. The relative fault of
      the Fund and the Advisers on the one hand (treated jointly for this
      purpose as one person) and of the Underwriters on the other hand shall be
      determined by reference to, among other things, whether the untrue or
      alleged untrue statement of a material fact or the omission or alleged
      omission to state a material fact relates to information supplied by the
      Fund and the Advisers on the one hand (treated jointly for this purpose as
      one person) or by the Underwriters on the other hand and the parties'
      relative intent, knowledge, access to information and opportunity to
      correct or prevent such statement or omission.

           (e) The Fund, the Advisers and the Underwriters agree that it would
      not be just and equitable if contribution pursuant to this Section 8 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 that
      does not take account of the equitable considerations referred to in
      paragraph (d) above. The amount paid or payable by an indemnified party as
      a result of the losses, claims, damages, liabilities and expenses referred
      to in paragraph (d) above shall be deemed to include, subject to the
      limitations set forth above, any legal or other expenses reasonably
      incurred by such indemnified party in connection with investigating any
      claim or defending any such action, suit or proceeding. Notwithstanding
      the provisions of this Section 8, no Underwriter shall be required to
      contribute any amount in excess of the amount by which the total price of
      the Shares underwritten by it and distributed to the public exceeds the
      amount of any damages which such Underwriter has otherwise been required
      to pay by reason of 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. The Underwriters' obligations to contribute pursuant to
      this Section 8 are several in proportion to the respective number of Firm
      Shares set forth opposite their names in Schedule I (or such numbers of
      Firm Shares increased as set forth in Section 10 hereof) and not joint.

           (f) No indemnifying party shall, without the prior written consent of
      the indemnified party, effect any settlement of any pending or threatened
      action, suit or proceeding in respect of which any indemnified party is or
      could have been a party and indemnity could have been sought hereunder by
      such indemnified party, unless such settlement includes an unconditional
      release of such indemnified party from all liability from claimants on
      claims that are the subject matter of such action, suit or proceeding.

                                       21



           (g) Any losses, claims, damages, liabilities or expenses for which an
      indemnified party is entitled to indemnification or contribution under
      this Section 8 shall, subject to the requirements of Release No. 11330 and
      Section 17(i) of the 1940 Act, be paid by the indemnifying party to the
      indemnified party as such losses, claims, damages, liabilities or expenses
      are incurred. The indemnity and contribution agreements contained in this
      Section 8 and the representations and warranties of the Fund and the
      Advisers set forth in this Agreement shall remain operative and in full
      force and effect, regardless of (i) any investigation made by or on behalf
      of any Underwriter or any person controlling any Underwriter, the Fund,
      the Advisers or their directors, members, managers or officers or any
      person controlling the Fund or the Advisers, (ii) acceptance of any Shares
      and payment therefor hereunder and (iii) any termination of this
      Agreement. A successor to any Underwriter or to the Fund, the Advisers or
      their directors or officers or any person controlling any Underwriter, the
      Fund or the Advisers shall be entitled to the benefits of the indemnity,
      contribution and reimbursement agreements contained in this Section 8.

           9. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The several obligations
of the Underwriters to purchase any Shares hereunder are subject to the accuracy
of and compliance with the representations, warranties and agreements of and by
the Fund and the Advisers contained herein on and as of the date hereof, the
date on which the Registration Statement becomes or became effective, the date
of the Prospectus (and of any amendment or supplement thereto), the Closing Date
and, with respect to any Additional Shares, any Option Closing Date; to the
accuracy and completeness of all statements made by the Fund, the Advisers or
any of their officers in any certificate delivered to the Representatives or
their counsel pursuant to this Agreement and to the following conditions:

           (a) If, at the time this Agreement is executed and delivered, it is
      necessary for the Registration Statement or a post-effective amendment
      thereto to be declared effective before the offering of the Shares may
      commence, the Registration Statement or such post-effective amendment
      shall have become effective not later than 5:30 p.m., New York City time,
      on the date hereof or at such later date and time as shall be consented to
      in writing by you and all filings, if any, required by Rules 497 and 430A
      under the 1933 Act Rules and Regulations shall have been timely made; no
      order suspending the effectiveness of the Registration Statement shall
      have been issued and no proceeding for that purpose shall have been
      instituted or, to the knowledge of the Fund, the Advisers or any
      Underwriter, threatened by the Commission and any request of the
      Commission for additional information (to be included in the Registration
      Statement or the Prospectus or otherwise) shall have been complied with to
      your satisfaction.

           (b) You shall have received on the Closing Date an opinion of
      Kirkpatrick & Lockhart LLP, counsel for the Fund, dated the Closing Date
      and addressed to you, as Representatives of the several Underwriters, in
      substantially the form attached hereto as Exhibit A.

                                       22



           (c) You shall have received on the Closing Date an opinion of Willkie
      Farr & Gallagher, counsel for the Investment Adviser, dated the Closing
      Date and addressed to you, as Representatives of the several Underwriters,
      to the effect that:

                (i) The Investment Adviser is a corporation validly existing in
           good standing under the laws of the State of New York with full
           corporate power and authority to own, lease and operate its
           properties and to conduct its business as described in the
           Registration Statement and the Prospectus (and any amendment or
           supplement thereto) and is duly registered and qualified to conduct
           its business and is in good standing in each state set forth on Annex
           A to such opinion, such states being those in which the Investment
           Adviser has represented lists all states in which the nature of its
           properties or the conduct of its business requires such registration
           or qualification, except where the failure so to register or to
           qualify does not have a material, adverse effect on the condition
           (financial or other), business, properties, net assets or results of
           operations of the Investment Adviser (such counsel being entitled to
           rely in respect of the opinion in this clause upon certificates of
           government officials in the relevant jurisdictions regarding the
           Investment Adviser's due registration, qualification and good
           standing, and in respect of matters of fact upon certificates of the
           Investment Adviser);

                (ii) The Investment Adviser is duly registered with the
           Commission under the Advisers Act as an investment adviser and is not
           prohibited by the Advisers Act, the 1940 Act or the Rules and
           Regulations under such acts from acting as the investment adviser for
           the Fund under the Management Agreement and the Administration
           Agreement as contemplated by the Prospectus (and any amendment or
           supplement thereto);

                (iii) The Investment Adviser has corporate power and authority
           to enter into this Agreement, the Additional Compensation Agreement,
           the Management Agreement, the Administration Agreement and the
           Sub-Advisory Agreement; this Agreement, the Management Agreement, the
           Administration Agreement and the Sub-Advisory Agreement have been
           duly authorized, executed and delivered by the Investment Adviser;
           and (assuming the due authorization, execution and delivery by each
           of the other parties thereto) each of the Management Agreement, the
           Administration Agreement and the Sub-Advisory Agreement is a valid,
           legal and binding agreement of the Investment Adviser, enforceable
           against the Investment Adviser in accordance with its terms, as
           rights to indemnity and contribution thereunder may be limited by
           public policy or federal or state securities laws and subject to the
           qualification that the enforceability of the Investment Adviser's
           obligations thereunder may be limited by bankruptcy, fraudulent
           conveyance, insolvency, reorganization, moratorium and other laws
           relating to or affecting creditors' rights generally and by general
           equitable principles (whether considered in a proceeding in equity or
           at law) and an implied covenant of good faith and fair dealing
           (except that counsel may state that it expresses no opinion as to the

                                       23



           reasonableness or fairness of compensation payable under the
           Management Agreement or the Sub-Advisory Agreement).;

                (iv) Each of the Management Agreement and the Sub-Advisory
           Agreement complies in all material respects with all applicable
           provisions of the Advisers Act, the 1940 Act and the Advisers Act
           Rules and Regulations and the 1940 Act Rules and Regulations (except
           that counsel may state that it expresses no opinion as to the
           reasonableness or fairness of compensation payable under the
           Management Agreement and the Sub-Advisory Agreement);

                (v) Neither (A) the execution and delivery by the Investment
           Adviser of this Agreement, the Additional Compensation Agreement, the
           Management Agreement, the Administration Agreement or the
           Sub-Advisory Agreement nor (B) the consummation by the Investment
           Adviser of the transactions contemplated hereunder or thereunder
           constitutes or will constitute a breach of or a default under (i) the
           Certificate of Incorporation or By-Laws of the Investment Adviser or
           (ii) any material agreement, indenture, lease or other instrument set
           forth on Schedule A thereto furnished to such counsel by the
           Investment Adviser and which the Investment Adviser has represented
           lists all agreements and instruments to which the Investment Adviser
           is a party or by which the Investment Adviser is bound or to which
           any of the property or assets of the Investment Adviser is subject
           that are material to the business or operations of the Investment
           Adviser or (iii) result in any violation of any applicable United
           States federal or New York law, rule, regulation (other than state
           securities or "blue sky" laws, as to which such counsel need express
           no opinion, and other than United States federal securities laws as
           to which such counsel need express no opinion, except as otherwise
           specifically set forth therein) or order of any New York or United
           States federal court, governmental instrumentality, securities
           exchange or association or arbitrator, in each case known to such
           counsel after reasonable inquiry (provided that, such inquiry shall
           not include any obligation on the part of such counsel to conduct, or
           cause to be conducted, any review of the files or indices of any
           court, governmental instrumentality, securities exchange or
           association or arbitrator), except, in the case of each of clauses
           (ii) and (iii), for such conflicts or breaches which do not, either
           individually or in the aggregate, have an Adviser Material Adverse
           Effect on the Investment Adviser or a material adverse effect on the
           Investment Adviser's ability to perform its obligations under this
           Agreement or the Fund Agreements to which it is a party;

                (vi) To the best knowledge of such counsel after reasonable
           inquiry (provided that, such inquiry shall not include any obligation
           on the part of such counsel to conduct, or cause to be conducted, any
           review of the files or indices of any court, governmental
           instrumentality, securities exchange or association or arbitrator),
           other than as described or contemplated in the Prospectus (and any
           amendment or supplement thereto), there are no actions, suits or
           other legal or governmental proceedings pending or threatened against
           the Investment Adviser or to which the Investment Adviser or any of

                                       24



           its property is subject which are required to be described in the
           Registration Statement or Prospectus (or any amendment or supplement
           thereto); and

                (vii) No material consent, approval, authorization or order of
           any New York or United States federal court, regulatory body,
           administrative or other governmental body, agency or official is
           required on the part of the Investment Adviser for the performance of
           this Agreement, the Management Agreement, the Administration
           Agreement or the Sub-Advisory Agreement by the Investment Adviser or
           for the consummation by the Investment Adviser of the transactions
           contemplated hereby or thereby , except such as (i) have been
           obtained under the United States federal securities laws and (ii) may
           be required by the American Stock Exchange or under state securities
           or "blue sky" laws, in each case, as to which such counsel need
           express no opinion, in connection with the purchase and distribution
           of the Shares by the Underwriters pursuant to this Agreement.

           In rendering such opinion, counsel may limit such opinion to matters
      involving the application of the laws of the State of New York and the
      laws of the United States and may rely upon an opinion or opinions, each
      dated the Closing Date, of other counsel retained by the Investment
      Adviser as to laws of any jurisdiction other than the United States and
      the State of New York, provided that (X) each such local counsel is
      acceptable to the Representatives, (Y) such reliance is expressly
      authorized by each opinion so relied upon and a copy of each such opinion
      is delivered to the Representatives and is, in form and substance,
      satisfactory to them and their counsel and (Z) counsel shall state in
      their view that they believe that they and the Underwriters are justified
      in relying thereon.

           (d) You shall have received on the Closing Date an opinion of Willkie
      Farr & Gallagher, counsel for the Subadviser, dated the Closing Date and
      addressed to you, as Representatives of the several Underwriters, to the
      effect that:

                (i) The Subadviser is a limited liability company validly
           existing in good standing under the laws of the State of Delaware
           with full corporate power and authority to own, lease and operate its
           properties and to conduct its business as described in the
           Registration Statement and the Prospectus (and any amendment or
           supplement thereto) and is duly registered and qualified to conduct
           its business and is in good standing in each state set forth on Annex
           A to such opinion, such states being those in which the Subadviser
           has represented lists all states in which the nature of its
           properties or the conduct of its business requires such registration
           or qualification, except where the failure so to register or to
           qualify does not have a material, adverse effect on the condition
           (financial or other), business, properties, net assets or results of
           operations of the Subadviser (such counsel being entitled to rely in
           respect of the opinion in this clause upon certificates of government
           officials in the relevant jurisdictions regarding the Subadviser's
           due registration, qualification and good standing and in respect of
           matters of fact upon certificates of the Subadviser;

                                       25



                (ii) The Subadviser is duly registered with the Commission under
           the Advisers Act as an investment adviser and is not prohibited by
           the Advisers Act, the 1940 Act or the rules and regulations
           promulgated by the Commission under such acts from acting as the
           subadviser for the Fund under the Sub-Advisory Agreement as
           contemplated by the Prospectus (and any amendment or supplement
           thereto);

                (iii) The Subadviser has corporate power and authority to enter
           into this Agreement and the Sub-Advisory Agreement; this Agreement
           and the Sub-Advisory Agreement have been duly authorized, executed
           and delivered by the Subadviser; and (assuming the due authorization,
           execution and delivery by each of the other parties thereto) each of
           the Agreement and the Sub-Advisory Agreement is a valid, legal and
           binding agreement of the Subadviser, enforceable against the
           Subadviser in accordance with its terms, as rights to indemnity and
           contribution thereunder may be limited by public policy or federal or
           state securities laws and subject to the qualification that the
           enforceability of the Subadviser's obligations thereunder may be
           limited by bankruptcy, fraudulent conveyance, insolvency,
           reorganization, moratorium and other laws relating to or affecting
           creditors' rights generally and by general equitable principles
           (whether considered in a proceeding in equity or at law) and an
           implied covenant of good faith and fair dealing (except that counsel
           may state that it expresses no opinion as to the reasonableness or
           fairness of compensation payable under the Sub-Advisory Agreement;

                (iv) The Sub-Advisory Agreement complies in all material
           respects with all applicable provisions of the Advisers Act, the 1940
           Act and the Advisers Act Rules and Regulations and the 1940 Act Rules
           and Regulations (except that counsel may state that it expresses no
           opinion as to the reasonableness or fairness of compensation payable
           under the Sub-Advisory Agreement;

                (v) Neither (A) the execution and delivery by the Subadviser of
           this Agreement or the Sub-Advisory Agreement nor (B) the consummation
           by the Subadviser of the transactions contemplated hereunder or
           thereunder constitutes or will constitute a breach of or a default
           under (i) the organizational documents of the Subadviser or (ii) any
           material agreement, indenture, lease or other instrument set forth on
           Schedule A thereto furnished to such counsel by the Subadviser and
           which the Subadviser has represented lists all agreements and
           instruments to which the Subadviser is a party or by which the
           Subadviser is bound or to which any of the property or assets of the
           Subadviser is subject that are material to the business or operations
           of the Subadviser or (iii) result in any violation of any applicable
           United States federal or New York law, rule, regulation (other than
           state securities or "blue sky" laws, as to which such counsel need
           express no opinion, and other than United States federal laws, as to
           which such counsel need express no opinion, except as otherwise
           specifically set forth therein) or order of any New York or United
           States federal court, governmental instrumentality, securities

                                       26



           exchange or association or arbitrator, in each case known to such
           counsel after reasonable inquiry (provided that, such inquiry shall
           not include any obligation on the part of such counsel to conduct, or
           cause to be conducted, any review of the files or indices of any
           court, governmental instrumentality, securities exchange or
           association or arbitrator), except, in the case of each of clauses
           (ii) and (iii), for such conflicts or breaches which do not, either
           individually or in the aggregate, have an Adviser Material Adverse
           Effect on the Subadviser or a material adverse effect on the
           Subadviser's ability to perform its obligations under this Agreement
           or the Fund Agreements to which it is a party;

                (vi) To the best knowledge of such counsel after reasonable
           inquiry (provided that, such inquiry shall not include any obligation
           on the part of such counsel to conduct, or cause to be conducted, any
           review of the files or indices of any court, governmental
           instrumentality, securities exchange or association or arbitrator),
           other than as described or contemplated in the Prospectus (and any
           amendment or supplement thereto), there are no actions, suits or
           other legal or governmental proceedings pending or threatened against
           the Subadviser or to which the Subadviser or any of its property is
           subject that are required to be described in the Registration
           Statement or Prospectus (or any amendment or supplement thereto); and

                (viii) No material consent, approval, authorization or order of
           any New York or United States federal court, regulatory body,
           administrative or other governmental body, agency or official is
           required on the part of the Subadviser for the performance of this
           Agreement or the Sub-Advisory Agreement by the Subadviser or for the
           consummation by the Subadviser of the transactions contemplated
           hereby or thereby, except such as (i) have been obtained under the
           United States federal securities laws and (ii) may be required by the
           American Stock Exchange or under state securities or "blue sky" laws,
           in each case, as to which such counsel need express no opinion, in
           connection with the purchase and distribution of the Shares by the
           Underwriters pursuant to this Agreement.

           In rendering such opinion, counsel may limit such opinion to matters
      involving the application of the Delaware Limited Liability Company laws,
      the State of New York and the laws of the United States and may rely upon
      an opinion or opinions, each dated the Closing Date, of other counsel
      retained by the Subadviser as to laws of any jurisdiction other than the
      United States and the Delaware Limited Liability Company laws, provided
      that (X) each such local counsel is acceptable to the Representatives, (Y)
      such reliance is expressly authorized by each opinion so relied upon and a
      copy of each such opinion is delivered to the Representatives and is, in
      form and substance, satisfactory to them and their counsel and (Z) counsel
      shall state in their view that they believe that they and the Underwriters
      are justified in relying thereon.

                                       27



           (e) That you shall have received on the Closing Date, (i) an opinion
      of Simpson Thacher & Bartlett LLP, counsel for the Underwriters, and (ii)
      a letter from Cleary, Gottlieb, Steen & Hamilton, special counsel for the
      Underwriters, each dated the Closing Date and addressed to you, as
      Representatives of the several Underwriters, with respect to such matters
      as the Underwriters may require and the Fund, the Advisers and their
      respective counsels shall have furnished to such counsel such documents as
      they may request for the purpose of enabling them to pass upon such
      matters.

           (f) That you shall have received letters addressed to you, as
      Representatives of the several Underwriters, and dated the date hereof and
      the Closing Date from Ernst & Young LLP, independent certified public
      accountants, substantially in the forms heretofore approved by you.

           (g) (i) No order suspending the effectiveness of the Registration
      Statement or prohibiting or suspending the use of the Prospectus (or any
      amendment or supplement thereto) or any Prepricing Prospectus or any sales
      material shall have been issued and no proceedings for such purpose or for
      the purpose of commencing an enforcement action against the Fund, the
      Advisers or, with respect to the transactions contemplated by the
      Prospectus (or any amendment or supplement thereto) and this Agreement,
      any Underwriter, may be pending before or, to the knowledge of the Fund,
      the Advisers or any Underwriter or in the reasonable view of counsel to
      the Underwriters, shall be threatened or contemplated by the Commission at
      or prior to the Closing Date and that any request for additional
      information on the part of the Commission (to be included in the
      Registration Statement, the Prospectus or otherwise) be complied with to
      the satisfaction of the Representatives, (ii) there shall not have been
      any change in the capital stock of the Fund nor any material increase in
      debt of the Fund from that set forth in the Prospectus (and any amendment
      or supplement thereto) and the Fund shall not have sustained any material
      liabilities or obligations, direct or contingent, other than those
      reflected in the Prospectus (and any amendment or supplement thereto);
      (iii) since the date of the Prospectus there shall not have been any
      material, adverse change in the condition (financial or other), business,
      business prospects, properties, net assets or results of operations of the
      Fund or the Advisers; (iv) the Fund and the Advisers must not have
      sustained any material loss or interference with its business from any
      court or from legislative or other governmental action, order or decree or
      from any other occurrence not described in the Registration Statement and
      the Prospectus (and any amendment or supplement thereto); and (v) all of
      the representations and warranties of the Fund and the Advisers contained
      in this Agreement shall be true and correct on and as of the date hereof
      and as of the Closing Date as if made on and as of the Closing Date.

           (h) Subsequent to the effective date of this Agreement, there shall
      not have occurred (i) any change or any development involving a
      prospective change that would have a Material Adverse Effect or Adviser
      Material Adverse Effect on the Fund or the Advisers, respectively, not
      contemplated by the Prospectus (and any amendment or supplement thereto
      (and other than as a result of changes in market conditions generally),
      which in your opinion, as Representatives of the several Underwriters,
      would materially, adversely affect the market for the Shares or (ii) any

                                       28



      event or development relating to or involving the Fund, the Advisers or
      any officer or director of the Fund or the Advisers which makes any
      statement of a material fact made in the Prospectus (or any amendment or
      supplement thereto) untrue or which, in the opinion of the Fund and its
      counsel or the Underwriters and their counsel, requires the making of any
      addition to or change in the Prospectus (or any amendment or supplement
      thereto) in order to state a material fact required by the 1933 Act, the
      1940 Act, the Rules and Regulations or any other law to be stated therein
      or necessary in order to make the statements therein (in the case of a
      prospectus, in light of the circumstances under which they were made) not
      misleading, if amending or supplementing the Prospectus (or any amendment
      or supplement thereto) to reflect such event or development would, in your
      opinion, as Representatives of the several Underwriters, materially,
      adversely affect the market for the Shares.

           (i) That neither the Fund nor the Advisers shall have failed at or
      prior to the Closing Date to have performed or complied with any of the
      agreements herein contained and required to be performed or complied with
      by them at or prior to the Closing Date.

           (j) That you shall have received on the Closing Date a certificate,
      dated such date, of the president, any managing director or any vice
      president and of the controller, treasurer or assistant treasurer of each
      of the Fund, the Investment Adviser and the Subadviser certifying that (i)
      the signers have carefully examined the Registration Statement, the
      Prospectus (and any amendments or supplements thereto) and this Agreement,
      (ii) the representations and warranties of the Fund (with respect to the
      certificates from such Fund officers) and the representations of the
      Advisers (with respect to the certificates from such officers of the
      Advisers) in this Agreement are true and correct on and as of the date of
      the certificate as if made on such date, (iii) since the date of the
      Prospectus (and any amendment or supplement thereto) there has not been
      any change that would have a Material Adverse Effect on the Fund (with
      respect to the certificates from such Fund officers) or an Adviser
      Material Adverse Effect on the Advisers (with respect to the certificates
      from such officers of the Advisers), (iv) to the knowledge of such
      officers after reasonable investigation, no order suspending the
      effectiveness of the Registration Statement or prohibiting the sale of any
      of the Shares or having a Material Adverse Effect on the Fund (with
      respect to the certificates from such Fund officers) or an Adviser
      Material Adverse Effect on the Advisers (with respect to the certificates
      from such officers of the Advisers) has been issued and no proceedings for
      any such purpose are pending before or, to the knowledge of such officers,
      threatened by the Commission or any court or other regulatory body, the
      NASD, any state securities commission, any national securities exchange,
      any arbitrator, any court or any other governmental, regulatory,
      self-regulatory or administrative agency or any official, (v) each of the
      Fund (with respect to certificates from such Fund officers) and the
      Advisers (with respect to certificates from such officers of the Advisers)
      has performed and complied with all agreements that this Agreement
      requires it to perform by such Closing Date, (vi) neither the Fund (with
      respect to the certificate from such officers of the Fund) nor the
      Advisers (with respect to the certificate from such officers of the
      Advisers) has sustained any material loss or interference with its
      business from any court or from legislative or other governmental action,

                                       29



      order or decree or from any other occurrence not described in the
      Registration Statement and the Prospectus and any amendment or supplement
      thereto and (vii) with respect to the certificate from such officers of
      the Fund, there has not been any change in the capital stock of the Fund
      nor any material increase in the debt of the Fund from that set forth in
      the Prospectus (or any amendment or supplement thereto) and the Fund has
      not sustained any material liabilities or obligations, direct or
      contingent, other than those reflected in the Prospectus (or any amendment
      or supplement thereto).

           (k) That the Fund and the Advisers shall have furnished to you such
      further certificates and documents as you shall reasonably request
      (including certificates of officers of the Fund and the Advisers).

           All such opinions, certificates, letters and other documents will be
      in compliance with the provisions hereof only if they are satisfactory in
      form and substance to you and your counsel acting in good faith.

           Any certificate or document signed by any officer of the Fund or the
      Advisers and delivered to you, as Representatives of the Underwriters or
      to Underwriters' counsel, shall be deemed a representation and warranty by
      the Fund or the Advisers to each Underwriter as to the statements made
      therein.

           The several obligations of the Underwriters to purchase any
      Additional Shares hereunder are subject to (i) the accuracy of and
      compliance with the representations, warranties and agreements of and by
      the Fund and the Advisers contained herein on and as of the Option Closing
      Date, as though made on any Option Closing Date, (ii) satisfaction on and
      as of any Option Closing Date of the conditions set forth in this Section
      9 except that, if any Option Closing Date is other than the Closing Date,
      the certificates, opinions and letters referred to in paragraphs (b), (c),
      (d), (e), (f), (j), (k) and this paragraph shall be dated the Option
      Closing Date in question and the opinions and letters called for by
      paragraphs (b), (c), (d), (e) and (f) shall be revised to reflect the sale
      of Additional Shares, (iii) the accuracy and completeness of all
      statements made by the Fund, the Advisers or any of their officers in any
      certificate delivered to the Representatives or their counsel pursuant to
      this Agreement and (iv) the absence of circumstances on or prior to the
      Option Closing Date which would permit termination of this Agreement
      pursuant to Section 11 hereof if they existed on or prior to the Closing
      Date.

           10. EFFECTIVE DATE OF AGREEMENT. This Agreement shall become
effective: (i) upon the execution and delivery hereof by the parties hereto; or
(ii) if, at the time this Agreement is executed and delivered, it is necessary
for the Registration Statement or a post-effective amendment thereto to be
declared effective before the offering of the Shares may commence, when oral
(confirmed promptly in writing) or written notification of the effectiveness of
the Registration Statement or such post-effective amendment has been released by
the Commission. Until such time as this Agreement shall have become effective,
it may be terminated by the Fund by notifying you or by you, as Representatives
of the several Underwriters, by notifying the Fund.

                                       30



      If any one or more of the Underwriters shall fail or refuse to purchase
Shares which it or they have agreed to purchase hereunder and the aggregate
number of Shares which such defaulting Underwriter or Underwriters agreed but
failed or refused to purchase is not more than one-tenth of the aggregate number
of the Shares, each non-defaulting Underwriter shall be obligated, severally, in
the proportion which the aggregate number of Shares set forth opposite its name
in Schedule I hereto bears to the aggregate number of Shares set forth opposite
the names of all non-defaulting Underwriters or in such other proportion as you
may specify in accordance with the Salomon Smith Barney Master Agreement Among
Underwriters, to purchase Shares which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase. If any Underwriter or
Underwriters shall fail or refuse to purchase Shares and the aggregate number of
Shares with respect to which such default occurs is more than one-tenth of the
aggregate number of Shares and arrangements satisfactory to you and the Fund for
the purchase of such Shares by one or more non-defaulting Underwriters or other
party or parties approved by you and the Fund are not made within 36 hours after
such default, this Agreement will terminate without liability on the part of any
non-defaulting Underwriter or the Fund. In any such case which does not result
in termination of this Agreement, either you or the Fund shall have the right to
postpone the Closing Date or the Option Closing Date, as the case may be, but in
no event for longer than seven days, in order that the required changes, if any,
in the Registration Statement and the Prospectus or any other documents or
arrangements may be effected. Any action taken under this paragraph shall not
relieve any defaulting Underwriter from liability in respect of any such default
of any such Underwriter under this Agreement. The term "Underwriter" as used in
this Agreement includes, for all purposes of this Agreement, any party not
listed in Schedule I hereto who, with your approval and the approval of the
Fund, purchases Shares which a defaulting Underwriter agreed, but failed or
refused, to purchase.

      Any notice under this Section 10 may be made by telegram, facsimile or
telephone but shall be subsequently confirmed by letter.

           11. TERMINATION OF AGREEMENT. This Agreement shall be subject to
termination in your absolute discretion, without liability on the part of the
Underwriters to the Fund or the Advisers, by notice given to the Fund or the
Advisers prior to delivery of and payment for the Firm Shares and any Additional
Shares, as the case may be, if at any time prior to such time (i) trading in the
Fund's Common Shares shall have been suspended by the Commission or the AMEX or
trading in securities generally on the New York Stock Exchange or AMEX shall
have been suspended or limited or minimum prices for trading in securities
generally shall have been established on either of such Exchanges, (ii) a
banking moratorium shall have been declared by either federal or New York state
authorities, or (iii) there shall have occurred any outbreak or escalation of
hostilities, declaration by the United States of a national emergency or war, or
other calamity or crisis the effect of which on financial markets in the United
States is such as to make it, in your sole judgment, impracticable or
inadvisable to proceed with the offering or delivery of the Shares as
contemplated by the Prospectus (exclusive of any supplement thereto). Notice of
such termination may be given to the Fund or the Advisers by telegram, facsimile
or telephone and shall be subsequently confirmed by letter.

                                       31



           12. EXPENSES. The Fund agrees to pay the following costs and expenses
and all other costs and expenses incident to the performance by the Fund of its
obligations hereunder: (i) the preparation, printing or reproduction, filing
(including, without limitation, the filing fees prescribed by the 1933 Act, the
1940 Act and the Rules and Regulations) and distribution of the Registration
Statement (including exhibits thereto), the Prospectus, each Prepricing
Prospectus and the 1940 Act Notification and all amendments or supplements to
any of them, (ii) the printing (or reproduction) and delivery, including, but
not limited to, the Underwriters and dealers, (including postage, air freight
charges and charges for counting and packaging) of such copies of the
Registration Statement, the Prospectus, each Prepricing Prospectus, any sales
material and all amendments or supplements to any of them, except as provided in
Section 5 of the Agreement, as may be reasonably requested for use in connection
with the offering and sale of the Shares, (iii) the preparation, printing,
authentication, issuance and delivery of certificates for the Shares, if any,
including any stamp taxes and transfer agent and registrar fees payable in
connection with the original issuance and sale of such Shares, (iv) the
registrations or qualifications of the Shares for offer and sale thereof, if
any, as are required under the securities or Blue Sky laws of the several states
as provided in Section 5(g) hereof (including the reasonable fees, expenses and
disbursements of counsel for the Underwriters relating to the preparation,
printing or reproduction and delivery of the preliminary and supplemental Blue
Sky Memoranda and such registration and qualification), (v) the fees and
expenses of the Fund's independent accountants, counsel for the Fund and of the
transfer agent, (vi) the printing (or reproduction) and delivery of this
Agreement, any dealer agreements, the preliminary and supplemental Blue Sky
Memoranda (if any) and all other company-authorized agreements or other
documents printed (or reproduced) and delivered in connection with the offering
of the Shares, (vii) the filing fees and the fees and expenses of counsel for
the Underwriters in connection with any filings required to be made with the
NASD and incurred with respect to the review of the offering of the Shares by
the NASD, which fees and expenses of counsel, together with the fees, expenses
and disbursements of counsel set forth in paragraph (iv) of this Section 12
above, shall not exceed $15,000, exclusive of NASD and filing fees, (viii) the
registration of the Shares under the 1934 Act and the listing of the Shares on
the AMEX and (ix) $0.005 per Share, for partial reimbursement of certain
Underwriter expenses (but not including reimbursement for the cost of one
tombstone advertisement in a newspaper that is one quarter of a newspaper page
or less in size).

      Notwithstanding the foregoing, in the event that the sale of the Firm
Shares is not consummated pursuant to Section 2 hereof, the Advisers will pay
the costs and expenses of the Fund set forth above in this Section 12 (i)
through (ix), and reimbursements of Underwriter expenses in connection with the
offering shall be made in accordance with Section 5(k) hereof.

           13. INFORMATION FURNISHED BY THE UNDERWRITERS. The statements set
forth in the last paragraph of the cover page regarding delivery of the Shares,
the names of the underwriters and numbers of Shares listed opposite such names
in the first paragraph under the caption "Underwriting" in the Prospectus, as
well as, under the same caption, the statements regarding the selling
concessions and reallowances of selling concessions in the third paragraph, the
last sentence of the third paragraph, the fourteenth paragraph and the
eighteenth paragraph constitute the only information relating to any Underwriter
furnished to the Fund in writing by or on behalf of the Underwriters through you

                                       32



as such information is referred to herein, expressly for use in the Prospectus.

           14. MISCELLANEOUS. Except as otherwise provided in Sections 5, 10 and
11 hereof, notice given pursuant to any provision of this Agreement shall be in
writing and shall be delivered (a) if to the Fund or the Advisers, c/o Neuberger
Berman, LLC, 605 Third Avenue, New York, New York 10158; Attention: Ellen
Metzger, Esq., with a copy to Kirkpatrick & Lockhart LLP, 1800 Massachusetts
Avenue, N.W., Washington, D.C. 20036; Attention Art Delibert; or (b) if to you,
as Representatives of the Underwriters, at the office of Citigroup Global
Markets Inc. at 388 Greenwich Street, New York, New York 10013, Attention:
Manager, Investment Banking Division.

      This Agreement has been and is made solely for the benefit of the several
Underwriters, the Fund, the Advisers, their directors and officers and the other
controlling persons referred to in Section 8 hereof and their respective
successors and assigns to the extent provided herein and no other person shall
acquire or have any right under or by virtue of this Agreement. Neither the term
"successor" or the term "successors and assigns" as used in this Agreement shall
include a purchaser from any Underwriter of any of the Shares in his status as
such purchaser.

      A copy of the Articles of Incorporation of the Fund is on file with the
Secretary of State of the State of Maryland. This Agreement has been executed on
behalf of the Fund by the chief executive officer of the Fund in such capacity
and not individually and the obligations of the Fund under this Agreement are
not binding upon such officer, any of the directors or the shareholders
individually but are binding only upon the assets and property of the Fund.

           15. APPLICABLE LAW; COUNTERPARTS. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York.

      This Agreement may be signed in various counterparts which together
constitute one and the same instrument. If signed in counterparts, this
Agreement shall not become effective unless at least one counterpart hereof
shall have been executed and delivered on behalf of each party hereto.

                                       33



      Please confirm that the foregoing correctly sets forth the agreement among
the Fund and the Advisers and the several Underwriters.


                                            Very truly yours,

                                            NEUBERGER BERMAN INCOME
                                            OPPORTUNITY FUND INC.



                                            By: /s/ Robert Conti
                                                --------------------------------
                                                Name:  Robert Conti
                                                Title:  Vice President


                                            NEUBERGER BERMAN MANAGEMENT INC.



                                            By: /s/ Robert Conti
                                                --------------------------------
                                                Name:  Robert Conti
                                                Title:  Senior Vice President



                                            NEUBERGER BERMAN, LLC



                                            By: /s/ Robert Conti
                                                --------------------------------
                                                Name:  Robert Conti
                                                Title:  Senior Vice President

                                       34



Confirmed as of the date
first above written on
behalf of themselves and
the other several Underwriters
named in Schedule I hereto.



By:                   CITIGROUP GLOBAL MARKETS INC.
                      MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
                      ADVEST, INC
                      JANNEY MONTGOMERY SCOTT LLC
                      LEGG MASON WOOD WALKER, INCORPORATED
                      STIFEL, NICOLAUS & COMPANY, INCORPORATED


AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS

By:  CITIGROUP GLOBAL MARKETS INC.



     By: /s/ Robert F. Bush, Jr.
         --------------------------------
         Name:  Robert F. Bush, Jr.
         Title:   Director

                                       35



                                   SCHEDULE I

                                                                 NUMBER OF
NAME OF UNDERWRITER                                            COMMON SHARES
-------------------                                            -------------
Citigroup Global Markets Inc.                                      1,116,667
Merrill Lynch, Pierce, Fenner & Smith Incorporated                 1,000,000
Advest, Inc.                                                       1,000,000
Janney Montgomery Scott LLC                                        1,000,000
Legg Mason Wood Walker, Incorporated                               1,000,000
Stifel, Nicolaus & Company, Incorporated                           1,000,000
Robert W. Baird & Co. Incorporated                                   875,000
BB&T Capital Markets, a division of Scott & Stringfellow             875,000
Crowell, Weedon & Co.                                                875,000
Fahnestock & Co. Inc.                                                875,000
McDonald Investments Inc., A KeyCorp Company                         875,000
Morgan Keegan & Company, Inc.                                        875,000
TD Waterhouse Investor Services, Inc.                                875,000
U.S. Bancorp Piper Jaffray Inc.                                      875,000
Wachovia Securities, LLC                                             875,000
Wedbush Morgan Securities Inc.                                       875,000
D.A. Davidson & Co. Inc.                                             400,000
Quick & Reilly, Inc., A Fleet Boston Financial Company               400,000
Doft & Co., Inc.                                                     125,000
Gilford Securities Incorporated                                      125,000
Johnston, Lemon & Co. Incorporated                                   125,000
Maxim Group LLC                                                      125,000
Sanders Morris Harris                                                125,000
Sands Brothers & Co., Ltd.                                           125,000
Stephens Inc.                                                        125,000
M.L. Stern & Co., Inc.                                               125,000
--------------------------------------------------------------------------------
TOTAL                                                             16,666,667