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Electronic Shareholder Communications Agreement

BY CLICKING "I ACCEPT", I AGREE THAT I HAVE READ AND ACCEPTED THE TERMS AND CONDITIONS BELOW.

I ACCEPT
CANCEL
 

Consent to On-Line Delivery of Shareholder Communications

Thank you for choosing to receive your shareholder communications and other information, when available, online!

Please read this page and click on the appropriate button below to fill out and submit the required paperless consent form. Once you have submitted your form, you will receive an e-mail notice telling you how to access this material on the Internet. By filling out this form, you are agreeing to receive your annual meeting material online and you will continue to receive this material online on a periodic basis unless you cancel your consent. Before you complete the consent form, please read the section below on "Important Considerations and Frequently Asked Questions" (FAQ) below.

Important Considerations

Accessing your annual meeting materials (annual report, notice of annual meeting and proxy statement, and proxy/voting instruction card) online requires that you have access to the Internet, which may result in charges to you from your Internet Service Provider and/or telephone companies.

Your consent will be effective for accessing all future annual meeting materials, and will continue in effect if your e-mail address is current or until it is cancelled by you.

By consenting to electronic delivery and for as long as your consent remains effective, you are agreeing to receive various communications from First Financial Fund and its affiliated businesses, including the following: annual report, notice of annual meeting and proxy statement, e-mail, mail, or telephone solicitations from First Opportunity Fund™ or its affiliated businesses, and proxy/voting instruction card online, and you waive the delivery of a printed notice of First Opportunity Fund™ annual meeting. You are also agreeing that the online notice of the annual meeting is equivalent to the printed delivery of written notice of the meeting. You may always revoke your consent or specifically request that a copy of these materials be mailed to you.

FAQs

How Will Internet Access Work?

By consenting to electronic delivery, you agree to receive your annual meeting materials over the Internet. Approximately four weeks prior to an Annual Meeting, you will receive an e-mail notice that will provide the links to the annual meeting materials (annual report, notice of annual meeting and proxy statement, and proxy/voting instruction card.). You should configure your e-mail program’s “spam-block” or other filters so as permit receipt of these communications from First Opportunity Fund™.

If I Choose Electronic Delivery To Receive This Material Online, How Can I Vote My Shares?

You may vote your shares via the Internet whether or not you consent to receive your annual meeting materials online. When annual meeting materials are distributed, you will receive an e-mail notice with links to the annual meeting materials, such as annual report, notice of annual meeting and proxy statement. This e-mail notice will have the necessary instructions to vote your proxy/voting instruction online.

How Do I Change Or Revoke My Consent To Electronic Delivery?

You can change or revoke your consent to electronic delivery of annual meeting materials or notices online, at any time, by visiting our UNSUBSCRIBE link.

What Technology Do I Need To Access The Annual Meeting Materials Online? Is There Any Minimum Configuration Suggested?

You will need access to the Internet through an Internet Service Provider and a web browser that supports secure connections.

Can I Print Or Download A Copy Of The Annual Meeting Materials?

You will be able to read the annual meeting materials online and print a copy of the documents. The procedure to view and print the documents depends on whether the annual meeting materials are available in html or pdf formats. To view and print an html document requires the use of a web browser such as Microsoft® Internet Explorer, Mozilla Firefox, or Netscape® Navigator. To view and print a PDF document requires the use of Adobe® Acrobat® Reader software. This software can be downloaded free of charge from Adobe Systems Incorporated.

Description of the On-Line Shareholder Communications Service and Terms and Conditions

Please read the following terms and conditions carefully before using or enrolling in First Opportunity Fund's™ on-line shareholder communications service, as your use of any service will signify your consent to be bound by the terms and conditions set forth below. If you agree to the terms and conditions set forth herein, click “I Accept” at the bottom. You should print and retain a copy of this agreement for your records.

By enrolling in this on-line delivery service with First Opportunity Fund™ (the “Fund”), you agree to receive announcements by telephone, mail, or electronic delivery via e-mail about shareholder communications materials and other matters concerning the Fund, its adviser(s), and affiliated businesses. Electronic materials are made available electronically by the Fund, its adviser(s), its affiliated businesses, and other third party service providers on behalf of the Fund, the adviser(s) or its affiliated businesses. Quarterly, semi-annual and annual reports; proxy statements; prospectuses, managed distribution notices, and newsletters are examples of shareholder communications that may be made available electronically. Other announcements related to the Fund, its adviser(s), and/or their affiliated businesses may also be provided to you, whether by telephone, mail, or electronic delivery. The e-mail announcements will contain a link to the Internet address (URL) where the materials can be found. Materials referenced within the e-mail announcement may be viewed electronically via the Internet; you can also choose whether to print those materials for your added convenience. Not all communications may be available electronically; if the materials are not made available electronically, you will receive the standard printed materials by regular mail and no announcement will be made by e-mail.

Your enrollment will be effective on an ongoing basis unless you change or cancel your enrollment. You are encouraged to enroll your shares in Direct Registration System, or DRS. DRS is a system that enables you to electronically move shares currently held in your broker-dealer’s “street” name to your name and provides you with greater flexibility in receiving communications directly from the Fund. Contact your broker-dealer to find out if they offer direct registration and whether they charge a fee for this service. If you choose to use DRS and have more than one account, you must enroll all accounts in order to receive e-mail announcements for every account that holds shares of the Fund.

Failure of E-Mail Address

If, during an announcement, your e-mail address proves to be invalid, the Fund may cancel your enrollment in the on-line shareholder communications service and send you a hard-copy notification of the cancellation. This notification will provide the URL to the electronic material, and will contain instructions on how to re-enroll in the on-line shareholder communications service offered by the Fund.

Limitation of Liability

The Fund's on-line shareholder communications service is provided as a convenience for you to receive shareholder communications quickly and in a format that is more convenient to you. IT IS NOT INTENDED, NOR SHOULD YOU DEEM OR RELY UPON, THE INFORMATION IN AN ANNOUNCEMENT AS A SOLICITATION OR AN OFFER TO SELL SECURITIES; THE FUND IS NOT AVAILABLE FOR SALE IN ALL JURISDICTIONS. Neither the Fund, its affiliates, or its service providers, shall be liable for the completeness or accuracy of any information presented on the web site or how the Fund and others may use information provided by you on the Fund’s web site or through this service.

This is A Free Service

The Fund does not impose a fee in order to enroll in or receive electronic shareholder communications.

To Update Your Information or Cancel Enrollment

By visiting First Opportunity Fund's™ on-line shareholder communications service, you may update your contact information, such as your telephone number, home or e-mail address, or you may cancel your participation in electronic delivery by selecting the cancellation option. IT IS YOUR RESPONSIBILITY TO PROVIDE ANY CHANGES TO YOUR CONTACT INFORMATION.

Hardware and Software Required to Use Service

Enrollment in this electronic delivery service requires that you have a personal computer with appropriate browser software, such as Microsoft Internet Explorer®, Mozilla Firefox, Netscape Communicator®, or equivalent, and e-mail software as well as communications access to the Internet. The Fund is not responsible for any direct or incidental charges you may incur in order to access the Internet, the Fund’s website or receive on-line shareholder announcements; these costs are your responsibility. Should you wish to print materials that have been delivered electronically, you must have access to a printer as well. Electronic communications are generally electronically published in Portable Document Format (PDF) or available in html format. In order to view PDF-formatted documents, you must have Adobe Acrobat Reader software. This reader is available for download, free-of-charge, from http://www.adobe.com/.

Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE FUND, ITS ADVISER(S), AND THEIR RESPECTIVE AFFILIATES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES AND THE SERVICE CONTENT, AND ALL INFORMATION DERIVED FROM THEM, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF PERFORMANCE OR COURSE OF DEALING. IN ADDITION, ALTHOUGH THE FUND, ITS ADVISER(S), AND THEIR RESPECTIVE AFFILIATES INTEND TO TAKE REASONABLE STEPS TO PREVENT THE INTRODUCTION OF VIRUSES OR OTHER DESTRUCTIVE MATERIALS TO THE SERVICE, THE FUND, ITS ADVISER(S), AND THEIR RESPECTIVE AFFILIATE DO NOT WARRANT THAT THE SERVICE OR CONTENT CONTAINED IN THEM WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ANY INFORMATION OR OTHER MATERIAL ACCESSIBLE THROUGH THE SERVICE IS FREE OF ERRORS, VIRUSES, WORMS, OR OTHER HARMFUL CONTENT.

LIMITATION OF LIABILITY

YOU UNDERSTAND THAT IN NO EVENT WILL THE FUND, ITS ADVISER(S), THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, EMPLOYEES, CONSULTANTS, AGENTS, LICENSORS OR ANY DATA PROVIDER BE LIABLE FOR ANY CONSEQUENTIAL, PUNITIVE, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES, LOSS OF BUSINESS REVENUE OR LOST PROFITS, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE OR ANY OTHER THEORY EVEN IF WE ARE ADVISED OF THE POSSIBILITY OF SUCH.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless the Fund, its Adviser(s), and their respective affiliates, officers, directors, shareholders, parents, subsidiaries, affiliates, employees, consultants, agents and licensors from and against any and all third party claims, liability, damages and/or costs (including but not limited to reasonable attorneys’ fees) arising from your failure to comply with this Agreement, the information you provide us, your infringement of any intellectual property or other right of a third party, or from your violation of applicable law.

Privacy Statement

The terms and conditions of the Fund's Privacy Statement are incorporated into this Agreement. Click here to read the Fund’s Privacy Statement.