Common use of Agreements with Financial Intermediaries Clause in Contracts

Agreements with Financial Intermediaries. The Dealer-Manager is authorized to enter into written agreements (“Selling Agent Agreements”) with banks, broker/dealers, insurance companies and other financial institutions (collectively, “Intermediaries”), on terms and conditions consistent with this Agreement and all applicable laws, regulations and exemptive relief, and to fix therein the portion of the sales charge, if any, that may be allocated to the Intermediaries on such terms and conditions as the Dealer-Manager will deem necessary or appropriate. The Selling Agent Agreements shall be on the general forms that are approved by the Board of Directors of the Company. The Dealer-Manager also may enter into other forms of agreements relating to selling agent activities and support as it deems appropriate, provided that the Dealer-Manager determines that the Company’s responsibility or liability to any person under, or on account of any acts or statements of any such Intermediary under, any such agreement does not exceed its responsibility or liability under the general form(s) of Selling Agent Agreement approved by the Board of Directors of the Company, and provided further that the Dealer-Manager determines that the overall terms of any such agreement are not materially less advantageous to the Company than the overall terms of the general form(s) of Selling Agent Agreement approved by the Board of Directors of the Company. Any Shares sold to Intermediaries for resale will be resold by such intermediaries only at the price set forth in the applicable Private Placement Memorandum or as otherwise permissible under the federal and state securities laws. With respect to Intermediaries who are acting as brokers or dealers within the United States, the Dealer-Manager will offer and sell Shares, as agent for the Company, only to such financial intermediaries who are members in good standing of FINRA. The Dealer-Manager agrees, and each Intermediary shall have agreed, to comply and shall comply with any applicable requirements with respect to its and each Intermediary’s participation in any resales or transfers of the Shares. In addition, the Dealer-Manager agrees, and each Intermediary shall have agreed, that should it or they assist with the resale or transfer of the Shares, it and each Intermediary will fully comply with all applicable FINRA or SEC rules or any other applicable federal or state laws, including Regulation D under the 1933 Act. The Company acknowledges that Dealer-Manager may act as the Company’s agent for transmitting, or arranging for transmission of, distribution and/or shareholder servicing fees to be paid to Intermediaries in accordance with arrangements between the Company and such Intermediaries. During the offering, offers and sales of Shares pursuant to the terms of any Selling Agent Agreements that are from “benefit plan investors” (within the meaning of Section 3(12) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or other investors who are or whose assets are subject to Title I of ERISA or Section 4975 of the Code must be properly and clearly identified to the Company. At the Company’s request, the Dealer-Manager shall provide to the Company a list of all investors and Intermediaries with whom the Dealer-Manager has initiated oral or written discussions regarding the offering.

Agreements with Financial Intermediaries. The Dealer-Dealer Manager is authorized to enter into written agreements (“Selling Agent Agreements”) with banks, broker/dealers, insurance companies and other financial institutions (each, an “Intermediary” and collectively, “Intermediaries”), on terms and conditions consistent with this Agreement and all applicable laws, regulations and exemptive relief, and to fix therein the portion of the sales charge, if any, that may be allocated to the Intermediaries on such terms and conditions as the Dealer-Dealer Manager will deem necessary or appropriate. The Selling Agent Agreements shall be on the general forms that are approved by the Board of Directors of the Company. The Dealer-Dealer Manager also may enter into other forms of agreements relating to selling agent activities and support as it deems appropriate, provided that the Dealer-Dealer Manager determines that the Company’s responsibility or liability to any person under, or on account of any acts or statements of any such Intermediary under, any such agreement does not exceed its responsibility or liability under the general form(s) of Selling Agent Agreement approved by the Board of Directors of the Company, and provided further that the Dealer-Dealer Manager determines that the overall terms of any such agreement are not materially less advantageous to the Company than the overall terms of the general form(s) of Selling Agent Agreement approved by the Board of Directors of the Company. Any Shares sold to Intermediaries for resale will be resold by such intermediaries Intermediaries only at the price set forth in the applicable Private Placement Memorandum or as otherwise permissible under the federal and state securities lawslaws (as applicable). With respect to Intermediaries who are acting as brokers or dealers within the United States, the Dealer-Dealer Manager will offer and sell Shares, as agent for the Company, only to such financial intermediaries who are members in good standing of FINRA. The Dealer-Dealer Manager agrees, and each Intermediary shall have agreed, to comply and shall comply with any applicable requirements with respect to its and each Intermediary’s participation in any resales or transfers of the Shares. In addition, the Dealer-Dealer Manager agrees, and each Intermediary shall have agreed, that should it or they assist with the resale or transfer of the Shares, it and each Intermediary will fully comply with all applicable FINRA or SEC rules or any other applicable federal or state laws, including Regulation D under the 1933 Act. The Company acknowledges that Dealer-Dealer Manager may act as the Company’s agent for transmitting, or arranging for transmission of, distribution and/or shareholder servicing fees to be paid to Intermediaries in accordance with arrangements between the Company and such Intermediaries. During the offering, offers and sales of Shares pursuant to the terms of any Selling Agent Agreements that are from “benefit plan investors” (within the meaning of Section 3(123(42) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or other investors who are or whose assets are subject to Title I of ERISA or Section 4975 of the Code must be properly and clearly identified to the Company. At the Company’s request, the Dealer-Dealer Manager shall provide to the Company a list of all investors and Intermediaries with whom the Dealer-Dealer Manager has initiated oral or written discussions regarding the offering.

Agreements with Financial Intermediaries. The Dealer-Manager Distributor is authorized to enter into written agreements (“Selling Agent Agreements”) with banks, broker/dealers, insurance companies and other financial institutions (collectively, “Intermediaries”), on terms and conditions consistent with this Agreement and all applicable laws, regulations and exemptive relief, and to fix therein the portion of the sales charge, if any, that may be allocated to the Intermediaries on such terms and conditions as the Dealer-Manager Distributor will deem necessary or appropriate. The Selling Agent Agreements shall be on the general forms that are approved by the Board of Directors of the CompanyCorporation. The Dealer-Manager Distributor also may enter into other forms of agreements relating to selling agent activities and support as it deems appropriate, provided that the Dealer-Manager Distributor determines that the CompanyCorporation’s responsibility or liability to any person under, or on account of any acts or statements of any such Intermediary under, any such agreement does not exceed its responsibility or liability under the general form(s) of Selling Agent Agreement approved by the Board of Directors of the CompanyCorporation, and provided further that the Dealer-Manager Distributor determines that the overall terms of any such agreement are not materially less advantageous to the Company Corporation than the overall terms of the general form(s) of Selling Agent Agreement approved by the Board of Directors of the CompanyCorporation. Any Shares sold to Intermediaries will be for resale will be resold by such intermediaries only at the public offering price set forth in the applicable Private Placement Memorandum Prospectus or as otherwise permissible under the federal and state securities laws. With respect to Intermediaries who are acting as brokers or dealers within the United States, the Dealer-Manager Distributor will offer and sell Shares, as agent for the CompanyCorporation, only to such financial intermediaries who are members in good standing of FINRA. The Dealer-Manager agrees, and each Intermediary shall have agreed, to comply and shall comply with any applicable requirements with respect to its and each Intermediary’s participation in any resales or transfers of the Shares. In addition, the Dealer-Manager agrees, and each Intermediary shall have agreed, that should it or they assist with the resale or transfer of the Shares, it and each Intermediary will fully comply with all applicable FINRA or SEC rules or any other applicable federal or state laws, including Regulation D under the 1933 Act. The Company Corporation acknowledges that Dealer-Manager Distributor may act as the CompanyCorporation’s agent for transmitting, or arranging for transmission of, distribution and/or shareholder servicing fees to be paid to Intermediaries in accordance with arrangements between the Company Corporation and such Intermediaries. During the offering, offers and sales of Shares pursuant to the terms of any Selling Agent Agreements that are from “benefit plan investors” (within the meaning of Section 3(12) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or other investors who are or whose assets are subject to Title I of ERISA or Section 4975 of the Code must be properly and clearly identified to the Company. At the Company’s request, the Dealer-Manager shall provide to the Company a list of all investors and Intermediaries with whom the Dealer-Manager has initiated oral or written discussions regarding the offering.

Agreements with Financial Intermediaries. The Dealer-Manager Distributor is authorized to enter into written agreements (“Selling Agent Agreements”) with banks, broker/dealers, insurance companies and other financial institutions (collectively, “Intermediaries”), on terms and conditions consistent with this Agreement and all applicable laws, regulations and exemptive relief, and to fix therein the portion of the sales charge, if any, that may be allocated to the Intermediaries on such terms and conditions as the Dealer-Manager Distributor will deem necessary or appropriate. The Selling Agent Agreements shall may be on the general forms that are approved by the Board of Directors Trustees of the CompanyFund. The Dealer-Manager Distributor also may enter into other forms of agreements relating to selling agent activities and support as it deems appropriate, provided that the Dealer-Manager Distributor determines that the CompanyFund’s responsibility or liability to any person under, or on account of any acts or statements of any such Intermediary under, any such agreement does not exceed its responsibility or liability under the general form(s) of Selling Agent Agreement approved by the Board of Directors Trustees of the CompanyFund, and provided further that the Dealer-Manager Distributor determines that the overall terms of any such agreement are not materially less advantageous to the Company Fund than the overall terms of the general form(s) of Selling Agent Agreement approved by the Board of Directors Trustees of the CompanyFund. Any Shares sold to Intermediaries will be for resale will be resold by such intermediaries Intermediaries only at the public offering price set forth in the applicable Private Placement Memorandum Prospectus or as otherwise permissible under the federal and state securities laws. With respect to Intermediaries who are acting as brokers or dealers within the United States, the Dealer-Manager Distributor will offer and sell Shares, as agent for the CompanyFund, only to such financial intermediaries Intermediaries who are members in good standing of FINRA. The Dealer-Manager agrees, and each Intermediary shall have agreed, to comply and shall comply with any applicable requirements with respect to its and each Intermediary’s participation in any resales or transfers of the Shares. In addition, the Dealer-Manager agrees, and each Intermediary shall have agreed, that should it or they assist with the resale or transfer of the Shares, it and each Intermediary will fully comply with all applicable FINRA or SEC rules or any other applicable federal or state laws, including Regulation D under the 1933 Act. The Company Fund acknowledges that Dealer-Manager Distributor may act as the CompanyFund’s agent for transmitting, or arranging for transmission of, distribution and/or shareholder servicing fees to be paid to Intermediaries in accordance with arrangements between the Company Distributor and such Intermediaries. During the offering, offers and sales of Shares pursuant to the terms of any The Distributor will require that all Selling Agent Agreements that are from require Intermediaries to offer Shares only to those persons the Distributor or Intermediary making such offering of Shares (a) shall reasonably believe is an “benefit plan investorsaccredited investor” (with respect to the Shares within the meaning of Section 3(12) of Regulation D under the Employee Retirement Income Security Act of 19741933 Act, as amended (“ERISA”), or other investors who are or whose assets are subject to Title I of ERISA or Section 4975 of the Code must be properly and clearly identified to the Company. At extent required by the Company’s requestSEC and is a “qualified client” as defined in Rule 205-3 under the 1940 Act, the Dealer-Manager shall provide to the Company a list of all investors extent the Fund continues to charge an incentive fee that requires such standard and Intermediaries with whom (b) who subscribe for no less than the Dealer-Manager has initiated oral minimum denominations as specified in the Prospectus or written discussions regarding as the offeringFund or Distributor shall advise.