Common use of Conflicts of Interest and Prohibited Activities Clause in Contracts

Conflicts of Interest and Prohibited Activities. (a) The Sub-Adviser is not hereby granted or entitled to an exclusive right to sell or exclusive employment to sell assets for the Fund. (b) The Sub-Adviser shall not: (i) receive or accept any rebate, give-up or similar arrangement that is prohibited under applicable federal or state securities laws; (ii) participate in any reciprocal business arrangement that would circumvent provisions of applicable federal or state securities laws governing conflicts of interest or investment restrictions; or (iii) enter into any agreement, arrangement or understanding that would circumvent the restrictions against dealing with affiliates or promoters under applicable federal or state securities laws, including the NASAA Omnibus Guidelines. (c) The Sub-Adviser shall not directly or indirectly pay or award any fees or commissions or other compensation to any Person engaged to sell shares of the Fund’s stock or give investment advice to a potential stockholder; provided, however, that this subsection shall not prohibit the payment to a registered broker-dealer or other properly licensed agent of normal sales commissions for selling or distributing the Fund’s common stock. (d) The Sub-Adviser covenants that it shall not permit or cause to be permitted the Fund’s funds to be commingled with the funds of any other entity. However, nothing in this subsection shall prohibit the Adviser from establishing a master fiduciary account pursuant to which separate sub-trust accounts are established for the benefit of affiliated programs, provided that the Fund’s funds are protected from the claims of other programs and creditors of such programs. (e) The Sub-Adviser may not cause the merger of the Fund without the concurrence of the vote of the holders of a majority of the then outstanding shares of the Fund entitled to vote on the matter. (f) All Front End Fees (as defined in the Declaration) shall be reasonable and shall not exceed 18% of the gross proceeds of any offering and sale of the Fund’s shares, regardless of the source of payment. Any reimbursement to the Sub-Adviser or any other person for deferred Organizational and Offering Expenses (as defined in the Declaration), including any interest thereon, if any, will be included within this 18% limitation. (g) The Sub-Adviser shall cause the Fund to commit at least 82% of the gross proceeds of any offering and sale of the Fund’s shares towards the investment or reinvestment of assets and reserves. The remaining proceeds may be used to pay Front End Fees.

Conflicts of Interest and Prohibited Activities. (a) The Sub-Adviser is not hereby granted or entitled to an exclusive right to sell or exclusive employment to sell assets for the Fund. (b) The Sub-Adviser shall not: (i) receive or accept any rebate, give-up or similar arrangement that is prohibited under applicable federal or state securities laws; (ii) participate in any reciprocal business arrangement that would circumvent provisions of applicable federal or state securities laws governing conflicts of interest or investment restrictions; or (iii) enter into any agreement, arrangement or understanding that would circumvent the restrictions against dealing with affiliates or promoters under applicable federal or state securities laws; or (v) receive or accept any rebate, including give-up or similar arrangement, participate in any reciprocal business arrangement, or enter into any agreement, arrangement, or understanding that would circumvent Section V.G of the NASAA North American Securities Administrators Association’s Omnibus GuidelinesGuidelines Statement of Policy. (c) The Sub-Adviser shall not directly or indirectly pay or award any fees or commissions or other compensation to any Person person engaged to sell shares of the Fund’s stock Shares or give investment advice to a potential stockholdershareholder; provided, however, that this subsection shall not prohibit the payment to a registered broker-dealer or other properly licensed agent of properly disclosed normal sales commissions or other compensation (including cash compensation and non-cash compensation (as such terms are defined under FINRA Rule 2310)) for selling or distributing Shares, including out of the FundAdviser’s common stockown assets, including those amounts paid to the Adviser under this Agreement. (d) The Sub-Adviser covenants that it shall not permit or cause to be permitted the Fund’s funds to be commingled with the funds of any other entity. However, nothing in this subsection shall prohibit person and the Adviser from establishing a master fiduciary account pursuant to which separate sub-trust accounts are established for the benefit of affiliated programs, provided that the Fund’s funds are will be protected from the claims of other programs affiliated companies and creditors of such programsaffiliated companies. (e) The Sub-Adviser may not cause the merger of the Fund without the concurrence of the vote of the holders of a majority of the then outstanding shares of the Fund entitled to vote on the matter. (f) All Front End Fees (as defined in the Declaration) shall be reasonable and shall not exceed 18% of the gross proceeds of any offering and sale of the Fund’s shares, regardless of the source of payment. Any reimbursement to the Sub-Adviser or any other person for deferred Organizational and Offering Expenses (as defined in the Declaration), including any interest thereon, if any, will be included within this 18% limitation. (g) The Sub-Adviser shall cause the Fund to commit at least 82% of the gross proceeds of any offering and sale of the Fund’s shares towards the investment or reinvestment of assets and reserves. The remaining proceeds may be used to pay Front End Fees.

Conflicts of Interest and Prohibited Activities. (a) The Sub-Adviser is not hereby granted or entitled to an exclusive right to sell or exclusive employment to sell assets for the Fund. (b) The Sub-Adviser shall not: (i) receive or accept any rebate, give-up or similar arrangement that is prohibited under applicable federal or state securities laws; (ii) participate in any reciprocal business arrangement that would circumvent provisions of applicable federal or state securities laws governing conflicts of interest or investment restrictions; or (iii) enter into any agreement, arrangement or understanding that would circumvent the restrictions against dealing with affiliates or promoters under applicable federal or state securities laws, including the Omnibus Guidelines Statement of Policy adopted by the North American Securities Administrators Association on March 29, 1992 and as amended on May 7, 2007 and from time to time (the “NASAA Omnibus Guidelines”). (c) The Sub-Adviser shall not directly or indirectly pay or award any fees or commissions or other compensation to any Person engaged to sell shares of the Fund’s stock or give investment advice to a potential stockholder; provided, however, that this subsection shall not prohibit the payment to a registered broker-dealer or other properly licensed agent of normal sales commissions for selling or distributing the Fund’s common stock. (d) The Sub-Adviser covenants that it shall not permit or cause to be permitted the Fund’s funds to be commingled with the funds of any other entity. However, nothing in this subsection shall prohibit the Adviser from establishing a master fiduciary account pursuant to which separate sub-trust accounts are established for the benefit of affiliated programs, provided that the Fund’s funds are protected from the claims of other programs and creditors of such programs. (e) The Sub-Adviser may not cause the merger of the Fund without the concurrence of the vote of the holders of a majority of the then outstanding shares of the Fund entitled to vote on the matter. (f) All Front End Fees (as defined in the Declaration) shall be reasonable and shall not exceed 18% of the gross proceeds of any offering and sale of the Fund’s shares, regardless of the source of payment. Any reimbursement to the Sub-Adviser or any other person for deferred Organizational and Offering Expenses (as defined in the Declaration), including any interest thereon, if any, will be included within this 18% limitation. (g) The Sub-Adviser shall cause the Fund to commit at least 82% of the gross proceeds of any offering and sale of the Fund’s shares towards the investment or reinvestment of assets and reserves. The remaining proceeds may be used to pay Front End Fees.

Conflicts of Interest and Prohibited Activities. (a) The Sub-Adviser is not hereby granted or entitled to an exclusive right to sell or exclusive employment to sell assets for the Fund. (b) The Sub-Adviser shall not: (i) receive or accept any rebate, give-up or similar arrangement that is prohibited under applicable federal or state securities laws; (ii) participate in any reciprocal business arrangement that would circumvent provisions of applicable federal or state securities laws governing conflicts of interest or investment restrictions; or (iii) enter into any agreement, arrangement or understanding that would circumvent the restrictions against dealing with affiliates or promoters under applicable federal or state securities laws; or (iv) receive or accept any rebate, including give-up or similar arrangement, participate in any reciprocal business arrangement, or enter into any agreement, arrangement, or understanding that would circumvent Section V.G of the NASAA North American Securities Administrators Association’s Omnibus GuidelinesGuidelines Statement of Policy. (c) The Sub-Adviser shall not directly or indirectly pay or award any fees or commissions or other compensation to any Person person engaged to sell shares of the Fund’s stock Shares or give investment advice to a potential stockholdershareholder; provided, however, that this subsection shall not prohibit the payment to a registered broker-dealer or other properly licensed agent of normal properly disclosed usual and customary sales commissions or other compensation (including cash compensation and non-cash compensation (as such terms are defined under FINRA Rule 2310)) for selling or distributing Shares, including out of the FundAdviser’s common stockown assets, including those amounts paid to the Adviser under this Agreement. (d) The Sub-Adviser covenants that it shall not permit or cause to be permitted the Fund’s funds to be commingled with the funds of any other entity. However, nothing in this subsection shall prohibit person and the Adviser from establishing a master fiduciary account pursuant to which separate sub-trust accounts are established for the benefit of affiliated programs, provided that the Fund’s funds are will be protected from the claims of other programs affiliated companies of the Adviser and creditors of such programs. (e) The Sub-Adviser may not cause the merger affiliated companies of the Fund without the concurrence of the vote of the holders of a majority of the then outstanding shares of the Fund entitled to vote on the matterAdviser. (f) All Front End Fees (as defined in the Declaration) shall be reasonable and shall not exceed 18% of the gross proceeds of any offering and sale of the Fund’s shares, regardless of the source of payment. Any reimbursement to the Sub-Adviser or any other person for deferred Organizational and Offering Expenses (as defined in the Declaration), including any interest thereon, if any, will be included within this 18% limitation. (g) The Sub-Adviser shall cause the Fund to commit at least 82% of the gross proceeds of any offering and sale of the Fund’s shares towards the investment or reinvestment of assets and reserves. The remaining proceeds may be used to pay Front End Fees.

Conflicts of Interest and Prohibited Activities. (a) The Sub-Adviser is not hereby granted or entitled to an exclusive right to sell or exclusive employment to sell assets for the Fund. (b) The Sub-Adviser shall not: (i) receive or accept any rebate, give-up or similar arrangement that is prohibited under applicable federal or state securities laws; (ii) participate in any reciprocal business arrangement that would circumvent provisions of applicable federal or state securities laws governing conflicts of interest or investment restrictions; or (iii) enter into any agreement, arrangement or understanding that would circumvent the restrictions against dealing with affiliates or promoters under applicable federal or state securities laws; or (iv) receive or accept any rebate, including give-up or similar arrangement, participate in any reciprocal business arrangement, or enter into any agreement, arrangement, or understanding that would circumvent the NASAA North American Securities Administrators Association’s Omnibus GuidelinesGuidelines Statement of Policy. (c) The Sub-Adviser shall not directly or indirectly pay or award any fees or commissions or other compensation to any Person person engaged to sell shares of the Fund’s stock Shares or give investment advice to a potential stockholdershareholder; provided, however, that this subsection shall not prohibit the payment to a registered broker-dealer or other properly licensed agent of normal properly disclosed usual and customary sales commissions or other compensation (including cash compensation and non-cash compensation (as such terms are defined under FINRA Rule 2310)) for selling or distributing Shares, including out of the FundAdviser’s common stockown assets, including those amounts paid to the Adviser under this Agreement. (d) The Sub-Adviser covenants that it shall not permit or cause to be permitted the Fund’s funds to be commingled with the funds of any other entity. However, nothing in this subsection shall prohibit person and the Adviser from establishing a master fiduciary account pursuant to which separate sub-trust accounts are established for the benefit of affiliated programs, provided that the Fund’s funds are will be protected from the claims of other programs affiliated companies of the Adviser and creditors of such programs. (e) The Sub-Adviser may not cause the merger affiliated companies of the Fund without the concurrence of the vote of the holders of a majority of the then outstanding shares of the Fund entitled to vote on the matterAdviser. (f) All Front End Fees (as defined in the Declaration) shall be reasonable and shall not exceed 18% of the gross proceeds of any offering and sale of the Fund’s shares, regardless of the source of payment. Any reimbursement to the Sub-Adviser or any other person for deferred Organizational and Offering Expenses (as defined in the Declaration), including any interest thereon, if any, will be included within this 18% limitation. (g) The Sub-Adviser shall cause the Fund to commit at least 82% of the gross proceeds of any offering and sale of the Fund’s shares towards the investment or reinvestment of assets and reserves. The remaining proceeds may be used to pay Front End Fees.

Conflicts of Interest and Prohibited Activities. (a) The Sub-Adviser is not hereby granted or entitled to an exclusive right to sell or exclusive employment to sell assets for the FundCompany. (b) The Sub-Adviser shall not: (i) receive or accept any rebate, give-up or similar arrangement that is prohibited under applicable federal or state securities lawslaws or under the North American Securities Administrators Association’s Omnibus Guidelines Statement of Policy (the “Omnibus Guidelines”); (ii) participate in any reciprocal business arrangement that would circumvent (A) provisions of applicable federal or state securities laws governing conflicts of interest or investment restrictionsrestrictions or (B) the Omnibus Guidelines; or (iii) enter into any agreement, arrangement or understanding that would circumvent the restrictions against dealing with affiliates or promoters under applicable federal or state securities lawslaws or under the Omnibus Guidelines; or (iv) enter into any agreement, including arrangement or understanding that would circumvent Section V.G of the NASAA Omnibus Guidelines. (c) The Sub-Adviser shall not directly or indirectly pay or award any fees or commissions or other compensation to any Person person engaged to sell shares of the Fund’s stock Common Shares or give investment advice to a potential stockholdershareholder; provided, however, that this subsection shall not prohibit the payment to a registered broker-dealer or other properly licensed agent of normal sales commissions or other compensation (including cash compensation and non-cash compensation (as such terms are defined under FINRA Rule 2310)) for selling or distributing Common Shares, including out of the FundAdviser’s common stockown assets, including those amounts paid to the Adviser under this Agreement. (d) The Sub-Adviser covenants that it shall not permit or cause to be permitted the FundCompany’s funds to be commingled with the funds of any other entity. However, nothing in this subsection shall prohibit person and the Adviser from establishing a master fiduciary account pursuant to which separate sub-trust accounts are established for the benefit of affiliated programs, provided that the Fund’s funds are will be protected from the claims of other programs and creditors of such programsaffiliated companies. (e) The Sub-Adviser may not cause the merger of the Fund without the concurrence of the vote of the holders of a majority of the then outstanding shares of the Fund entitled to vote on the matter. (f) All Front End Fees (as defined in the Declaration) shall be reasonable and shall not exceed 18% of the gross proceeds of any offering and sale of the Fund’s shares, regardless of the source of payment. Any reimbursement to the Sub-Adviser or any other person for deferred Organizational and Offering Expenses (as defined in the Declaration), including any interest thereon, if any, will be included within this 18% limitation. (g) The Sub-Adviser shall cause the Fund to commit at least 82% of the gross proceeds of any offering and sale of the Fund’s shares towards the investment or reinvestment of assets and reserves. The remaining proceeds may be used to pay Front End Fees.

Conflicts of Interest and Prohibited Activities. Commencing at such time as the Fund is subject to the Omnibus Guidelines and ending at such time as the Shares qualify as Covered Securities, the following provisions in this Section 11 shall apply. (a) The Sub-Investment Adviser is not hereby granted or entitled to an exclusive right to sell or exclusive employment to sell assets for the Fund. (b) The Sub-Investment Adviser shall not: (i) receive or accept any rebate, give-up or similar arrangement that is prohibited under applicable federal or state securities laws; (ii) participate in any reciprocal business arrangement that would circumvent provisions of applicable federal or state securities laws governing conflicts of interest or investment restrictions; or (iii) enter into any agreement, arrangement or understanding that would circumvent the restrictions against dealing with affiliates or promoters under applicable federal or state securities laws; or (iv) enter into any agreement, including arrangement, or understanding that would circumvent Section V.G of the NASAA Omnibus Guidelines. (c) The Sub-Investment Adviser shall not directly or indirectly pay or award any fees or commissions or other compensation to any Person person engaged to sell shares of the Fund’s stock Shares or give investment advice to a potential stockholder; provided, however, that this subsection shall not prohibit the payment to a registered broker-dealer or other properly licensed agent of normal properly disclosed sales commissions or other compensation (including cash compensation and non-cash compensation (as such terms are defined under FINRA Rule 2310)) for selling or distributing Shares, including out of the FundInvestment Adviser’s common stockown assets, including those amounts paid to the Investment Adviser under this Agreement. (d) The Sub-Investment Adviser covenants that it shall not permit or cause to be permitted the Fund’s funds to be commingled with the funds of any other entity. However, nothing in this subsection shall prohibit person and the Adviser from establishing a master fiduciary account pursuant to which separate sub-trust accounts are established for the benefit of affiliated programs, provided that the Fund’s funds are will be protected from the claims of other programs and creditors of such programsaffiliated companies. (e) The Sub-Adviser may not cause the merger of the Fund without the concurrence of the vote of the holders of a majority of the then outstanding shares of the Fund entitled to vote on the matter. (f) All Front End Fees (as defined in the Declaration) shall be reasonable and shall not exceed 18% of the gross proceeds of any offering and sale of the Fund’s shares, regardless of the source of payment. Any reimbursement to the Sub-Adviser or any other person for deferred Organizational and Offering Expenses (as defined in the Declaration), including any interest thereon, if any, will be included within this 18% limitation. (g) The Sub-Adviser shall cause the Fund to commit at least 82% of the gross proceeds of any offering and sale of the Fund’s shares towards the investment or reinvestment of assets and reserves. The remaining proceeds may be used to pay Front End Fees.