Common use of Distribution of Shares Clause in Contracts

Distribution of Shares. (a) Subject to the provisions of Paragraphs 6, 7, 10, 11, 12, 13 and 14 hereof, and to such minimum purchase and other requirements as may from time to time be indicated in the Fund's Prospectus, Distributor, acting as principal for its own account and not as agent for the Fund, shall have the right to purchase Shares from the Fund. Distributor shall sell Shares only in accordance with the Fund's Prospectus, on a "best efforts" basis. Distributor shall purchase Shares from the Fund at a price equal to the net asset value, shall sell Shares at the public offering price as defined in Paragraph 8, and shall retain all sales charges. (b) The Fund shall pay all expenses associated with notices, proxy solicitation material, the preparation of annual or more frequent revisions to the Fund's Prospectus and SAI and of printing and supplying the currently effective Prospectus and SAI to shareholders, other than those necessitated by Distributor's activities or rules and regulations related to Distributor's activities where such amendments or supplements result in expenses which the Fund would not otherwise have incurred. (c) The Distributor (or its affiliates) shall pay the costs of printing and supplying all copies of the Prospectus and SAI that it may reasonably request for use in connection with the distribution of Shares. The Distributor will also pay the expenses of the preparation, excluding legal fees, and printing of all amendments and supplements to the Fund's Prospectus and SAI if the amendment or supplement arises from Distributor's activities or rules and regulations related to Distributor's activities and those expenses would not otherwise have been incurred by the Fund. Distributor will pay all expenses incurred by Distributor in advertising, promoting and selling Fund Shares. (d) Prior to the continuous offering of any Fund Shares, commencing on a date agreed upon by the Fund and the Distributor, it is contemplated that the Distributor may solicit subscriptions for such Shares during a subscription period which shall last for such period as may be agreed upon by the parties hereto. The subscriptions will be payable within three business days after the termination of the subscription period, at which time the Fund will commence operations.

Distribution of Shares. (a) Subject to the provisions of Paragraphs 6, 7, 10, 11, 12, 13 and 14 hereof, and to such minimum purchase and other requirements as may from time to time be indicated described in the Fund's ProspectusProspectus(es), Distributor, acting as principal for its own account and not as agent for the Fund, shall have the right to purchase Shares from the Fund. Distributor shall sell Shares only in accordance with the Fund's ProspectusProspectus(es), on a "best efforts" basis. Distributor shall purchase Shares from the Fund at a price equal to the net asset value, shall sell Shares at the public offering price as defined in Paragraph 8, and shall retain all sales charges. (b) The Fund shall pay all expenses associated with notices, proxy solicitation material, the preparation of annual or more frequent revisions to the Fund's Prospectus Prospectus(es) and SAI SAI(s) and of printing and supplying the currently effective Prospectus Prospectus(es) and SAI SAI(s) to shareholders, other than those necessitated by Distributor's activities or rules and regulations related to Distributor's activities where such amendments or supplements result in expenses which the Fund would not otherwise have incurred. (c) The Distributor (or its affiliates) shall pay the costs of printing and supplying all copies of the Prospectus Prospectus(es) and SAI SAI(s) that it may reasonably request for use in connection with the distribution of Shares. The Distributor will also pay the expenses of the preparation, excluding legal fees, and printing of all amendments and supplements to the Fund's Prospectus Prospectus(es) and SAI SAI(s) if the amendment or supplement arises from Distributor's activities or rules and regulations related to Distributor's activities and those expenses would not otherwise have been incurred by the Fund. Distributor will pay all expenses incurred by Distributor in advertising, promoting and selling Fund Shares. (d) Prior to the continuous offering of any Shares of any series of the Fund Sharesestablished during the term of this Agreement, commencing on a date agreed upon by the Fund and the Distributor, it is contemplated that the Distributor may solicit subscriptions for such Shares during a subscription period which shall last for such period as may be agreed upon by the parties hereto. The subscriptions will be payable within three business days after the termination of the subscription period, at which time that series of the Fund will commence operations.

Distribution of Shares. 2.1 The Distributor shall devote reasonable time and effort to effect sales of Shares, but shall not be obligated to sell any specific number of Shares, to investors whom the Distributor, reasonably believes meet the eligibility requirements set forth in the Registration Statement and to use all reasonable efforts to assist the Fund in closing the sale of Shares by each investor who submits an Investor Purchase Application. Unless otherwise agreed by the parties, the Distributor shall be responsible for reviewing each Investor Purchase Application of the Distributor’s Subscribers (aas defined in Section 3.1) Subject to confirm that it has been completed in accordance with the instructions thereto and that each has been completed by or on behalf of an “Eligible Investor” as described in the Registration Statement. 2.2 The Fund, the Adviser and/or any administrator or transfer agent appointed by the Fund (collectively, the “Administrator”), in its or their sole discretion, may reject any Investor Purchase Application that is not completed to its or their satisfaction, and the Fund shall be under no obligation to accept any Investor Purchase Application. 2.3 In offering Shares, the Distributor shall act solely as agent of the Fund not as principal. 2.4 Prior to forwarding an Investor Purchase Application to the provisions Fund and/or the Administrator for acceptance, the Distributor shall use its reasonable efforts to determine that the subscriber for Shares has a legitimate source of Paragraphs 6funds, 7, 10, 11, 12, 13 and 14 hereofthat there is no reason to suspect such subscriber of money laundering activities, and that in forwarding the Investor Purchase Application the Distributor is compliant with the program described in Section 6.6. 2.5 For purposes of the offering of Shares, each Fund has furnished to the Distributor copies of the Registration Statement and Investor Purchase Application. Additional copies of such minimum purchase and other requirements documents will be furnished to the Distributor at no cost to the Distributor in such numbers as may be reasonably requested. 2.6 A Fund may suspend or terminate the offering of any Shares at any time as to specific classes of investors, as to specific jurisdictions or otherwise. A Fund will promptly advise the Distributor of the determination to cease offering Shares or to recommence offering Shares. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall suspend solicitation of investor applications for Shares in accordance with such terms until the Fund notifies the Distributor that such solicitation may be resumed. 2.7 The Fund will furnish the Distributor with such documents as it may reasonably require, from time to time, for the purpose of enabling it to offer and sell Shares as contemplated by this Agreement, or in order to evidence the accuracy of any of the representations and warranties, or the fulfillment of any of the conditions contained in this Agreement. All proceedings taken by the Fund in connection with the issuance and sale of Shares as contemplated in this Agreement will be satisfactory in form and substance to the Distributor. 2.8 The Distributor will prepare and deliver such reports as requested by each Fund’s Board of Directors, and otherwise from time to time be indicated in the Fund's Prospectus, Distributor, acting as principal for its own account and not as agent for the Fund, shall have the right to purchase Shares from requested by the Fund. Such reports shall be in substantially the form requested by the Fund. If requested by the Funds, the Distributor shall sell send, at its own expense, one or more appropriate representatives to report in person at a meeting of the Funds’ Board of Directors. 2.9 The Distributor will solicit orders for the sale of the Shares only at such prices and on the terms and conditions set forth in the Registration Statement. 2.10 Shares of the Fund offered for sale or sold by the Distributor shall be so offered or sold at a price per Share determined in accordance with the Fund's Prospectus, on a "best efforts" basis. Distributor shall purchase Registration Statement. 2.11 The Fund will execute any and all documents and furnish any and all information that may be reasonably necessary in connection with the qualification of its Shares from for sale (including the qualification of the Fund at as a price equal dealer where necessary or advisable) in such states as the Distributor may reasonably request (it being understood that the Fund shall not be required without its consent to comply with any requirement which in its opinion is unduly burdensome). The Fund will furnish to the net asset value, shall sell Shares at the public offering price as defined in Paragraph 8, and shall retain all sales charges. (b) The Fund shall pay all expenses associated Distributor from time to time such information with notices, proxy solicitation material, the preparation of annual or more frequent revisions respect to the Fund's Prospectus Fund and SAI and of printing and supplying its Shares as the currently effective Prospectus and SAI to shareholders, other than those necessitated by Distributor's activities or rules and regulations related to Distributor's activities where such amendments or supplements result in expenses which the Fund would not otherwise have incurred. (c) The Distributor (or its affiliates) shall pay the costs of printing and supplying all copies of the Prospectus and SAI that it may reasonably request for use in connection with the distribution sale of Shares. Shares of the Fund. 2.12 The Distributor will also pay the expenses shall issue and deliver or shall arrange for various Dealers to issue and deliver on behalf of the preparation, excluding legal fees, and printing Fund such confirmations of all amendments and supplements sales made by it pursuant to the Fund's Prospectus and SAI if the amendment or supplement arises from Distributor's activities or rules and regulations related to Distributor's activities and those expenses would not otherwise have been incurred by the Fund. Distributor will pay all expenses incurred by Distributor in advertising, promoting and selling Fund Shares. (d) Prior to the continuous offering of any Fund Shares, commencing on a date agreed upon by the Fund and the Distributor, it is contemplated that the Distributor may solicit subscriptions for such Shares during a subscription period which shall last for such period this Agreement as may be agreed upon required under any applicable law. At or prior to the time of issuance of Shares, the Distributor will cause to be paid to the Fund by the parties heretoDistributor’s Subscriber the amount due the Fund for the sale of such Shares. The subscriptions will All Shares shall be payable within three business days after registered on the termination transfer books of the subscription period, at which time the Fund will commence operationsFund.

Distribution of Shares. (a) Subject to the provisions of Paragraphs 6, 7, 10, 11, 12, 13 and 14 hereof, and to such minimum purchase and other requirements as may from time to time be indicated in the Fund's Funds' Prospectus, Distributor, acting as principal for its own account and not as agent for the FundFunds, shall have the right to purchase Shares from the FundFunds. Distributor shall sell Shares only in accordance with the Fund's Funds' Prospectus, on a "best efforts" basis. Distributor shall purchase Shares from the Fund Funds at a price equal to the net asset value, shall sell Shares at the public offering price as defined in Paragraph 8, and shall retain all sales charges. (b) The Fund Funds shall pay all expenses associated with notices, proxy solicitation material, the preparation of annual or more frequent revisions to the Fund's Funds' Prospectus and SAI and of printing and supplying the currently effective Prospectus and SAI to shareholders, other than those necessitated by Distributor's activities or rules and regulations related to Distributor's activities where such amendments or supplements result in expenses which the Fund Funds would not otherwise have incurred. (c) The Distributor (or its affiliates) shall pay the costs of printing and supplying all copies of the Prospectus and SAI that it may reasonably request for use in connection with the distribution of Shares. The Distributor will also pay the expenses of the preparation, excluding legal fees, and printing of all amendments and supplements to the Fund's Funds' Prospectus and SAI if the amendment or supplement arises from Distributor's activities or rules and regulations related to Distributor's activities and those expenses would not otherwise have been incurred by the FundFunds. Distributor will pay all expenses incurred by Distributor in advertising, promoting and selling Fund Shares. (d) Prior to the continuous offering of any Fund Shares, commencing on a date agreed upon by the Fund and the Distributor, it is contemplated that the Distributor may solicit subscriptions for such Shares during a subscription period which shall last for such period as may be agreed upon by the parties hereto. The subscriptions will be payable within three business days after the termination of the subscription period, at which time the Fund will commence operations.

Distribution of Shares. (a) Subject 4.1 It is mutually understood and agreed that the Distributor does not undertake to sell all or any specific portion of the provisions Shares of Paragraphs 6, 7, 10, 11, 12, 13 and 14 hereof, and to such minimum purchase and other requirements as may from time to time be indicated in the any Fund's Prospectus, Distributor, acting as principal for its own account and not as agent for the Fund, . Distributor shall have the right to purchase Shares from the Fundenter into sales agreements with dealers of its choice on such terms and conditions as Distributor determines are not inconsistent with this Agreement. Distributor shall sell Shares only set forth in accordance with such agreements the Fund's Prospectusportion of the sales charge which may be retained by such dealers. 4.2 If any Fund determines that it is necessary to file the form of dealer agreement and amendments thereto as an exhibit to its currently effective Registration Statement under the 1933 Act, on a "best efforts" basis. then the Distributor shall purchase provide the Fund with currently effective documents. 4.3 A Fund shall not sell any of its Shares except through the Distributor. Notwithstanding the provisions of the foregoing sentence: (a) A Fund may issue its Shares at their net asset value to any shareholder of the Fund purchasing such Shares with dividends or other cash distributions received from the Fund at a price equal pursuant to the net asset value, shall sell Shares at the public offering price as defined in Paragraph 8, and shall retain all sales charges.any special or continuing offer made to shareholders; (b) The Distributor may, and when requested by a Fund, shall, suspend its efforts to effectuate sales of the Shares of a Fund shall pay all expenses associated with notices, proxy solicitation material, at any time when in the preparation opinion of annual the Distributor or more frequent revisions to the Fund's Prospectus and SAI and of printing and supplying the currently effective Prospectus and SAI to shareholders, other than those necessitated by Distributor's activities or rules and regulations related to Distributor's activities where such amendments or supplements result in expenses which the Fund would not otherwise have incurred.no sales should be made because of a need to revise a Registration Statement, or because of market or other economic considerations or abnormal circumstances of any kind. Either party in its sole discretion may reject orders for the purchase of Shares; (c) The Distributor A Fund may withdraw the offering of its Shares (or its affiliatesi) shall pay at any time with the costs of printing and supplying all copies consent of the Prospectus and SAI that it may reasonably request for use in connection with the distribution of Shares. The Distributor will also pay the expenses of the preparation, excluding legal fees, and printing of all amendments and supplements to the Fund's Prospectus and SAI if the amendment or supplement arises from Distributor's activities or rules and regulations related to Distributor's activities and those expenses would not otherwise have been incurred (ii) without such consent when so required by the Fund. Distributor will pay all expenses incurred by Distributor in advertisingprovisions of any statute or of any order, promoting and selling Fund Shares.rule or regulation of any governmental body having jurisdiction; (d) Prior The price at which the Shares will be sold to investors (the continuous "public offering price") shall be the net asset value per Share, determined in accordance with the provisions of the Fund's current Registration Statement, plus a sales charge determined in the amount and manner established from time to time by the Distributor and set forth in a Fund's current prospectus. The Fund shall receive the net asset value per Share for the sale of its Shares; and (e) The Distributor is not authorized by any Fund Sharesto provide any information or to make any representations other than those contained in the appropriate Registration Statements, commencing or contained in shareholder reports or other material that may be prepared by or on behalf of a date agreed upon by the Fund and the for Distributor, it is contemplated that 's use. This shall not be construed to prevent the Distributor from preparing and distributing sales literature or other material as it may solicit subscriptions for such Shares during a subscription period which shall last for such period as may be agreed upon by the parties hereto. The subscriptions will be payable within three business days after the termination of the subscription period, at which time the Fund will commence operationsdeem appropriate.

Distribution of Shares. (a) Subject It is mutually understood and agreed that the Distributor does not undertake to sell all or any specific portion of the provisions Class A, Class B or Class S shares of Paragraphs 6, 7, 10, 11, 12, 13 and 14 hereof, and to such minimum purchase and other requirements as may from time to time be indicated in the any Fund's Prospectus, Distributor, acting as principal for its own account and not as agent for the Fund, . Distributor shall have the right to purchase Shares from enter into sales agreements with dealers of its choice for the Fundsale of the Class A, Class B or Class S shares of each Fund to the public at the public offering price. Distributor shall set forth in such agreements the portion of the sales charge which may be retained by such dealers. If any Fund determines that it is necessary to file the form of dealer agreement and amendments thereto as an exhibit to its currently effective Registration Statement under the 1933 Act, then the Distributor shall provide the Fund with currently effective documents. A Fund shall not sell Shares only any of its Class A, Class B or Class S shares except through the Distributor. Notwithstanding the provisions of the foregoing sentence: A Fund may issue its Class A, Class B or Class S shares at their net asset value to any shareholder of the Fund purchasing such shares with dividends or other cash distributions received from the Fund pursuant to any special or continuing offer made to shareholders; The Distributor may, and when requested by a Fund, shall, suspend its efforts to effectuate sales of the Class A, Class B or Class S shares of a Fund at any time when in the opinion of the Distributor or of the Fund no sales should be made because of a need to revise a Registration Statement, or because of market or other economic considerations or abnormal circumstances of any kind. Either party in its sole discretion may reject orders for the purchase of such shares; A Fund may withdraw the offering of its Class A, Class B or Class S shares at any time with the consent of the Distributor or without such consent when so required by the provisions of any statute or of any order, rule or regulation of any governmental body having jurisdiction; The price at which the Class A, Class B or Class S shares will be sold to investors (the "offering price") shall be the net asset value per share, determined in accordance with the provisions of the Fund's Prospectuscurrent Registration Statement, on plus a "best efforts" basissales charge determined in the amount and manner established from time to time by the Distributor and set forth in a Fund's current prospectus. Distributor The Fund shall purchase Shares from the Fund at a price equal to receive the net asset valuevalue per share for the sale of its Class A, shall sell Shares at the public offering price as defined Class B or Class S shares; If a sales charge is in Paragraph 8, and shall retain all sales charges. (b) The Fund shall pay all expenses associated with notices, proxy solicitation materialeffect, the preparation Distributor shall have the right, subject to such rules or regulations of annual the Securities and Exchange Commission as may then be in effect pursuant to Section 22 of the 1940 Act, to pay a portion of the sales charge to dealers who have sold Class A, Class B or more frequent revisions Class S shares of the Fund in accordance with provisions of dealer agreements; and The Distributor is not authorized by any Fund to the Fund's Prospectus and SAI and of printing and supplying the currently effective Prospectus and SAI provide any information or to shareholders, make any representations other than those necessitated contained in the appropriate Registration Statements, or contained in shareholder reports or other material that may be prepared by or on behalf of a Fund for Distributor's activities use. This shall not be construed to prevent the Distributor from preparing and distributing sales literature or rules and regulations related to Distributor's activities where such amendments or supplements result in expenses which the Fund would not otherwise have incurred. (c) The Distributor (or its affiliates) shall pay the costs of printing and supplying all copies of the Prospectus and SAI that other material as it may reasonably request for use in connection with the distribution of Shares. The Distributor will also pay the expenses of the preparation, excluding legal fees, and printing of all amendments and supplements to the Fund's Prospectus and SAI if the amendment or supplement arises from Distributor's activities or rules and regulations related to Distributor's activities and those expenses would not otherwise have been incurred by the Fund. Distributor will pay all expenses incurred by Distributor in advertising, promoting and selling Fund Sharesdeem appropriate. (d) Prior to the continuous offering of any Fund Shares, commencing on a date agreed upon by the Fund and the Distributor, it is contemplated that the Distributor may solicit subscriptions for such Shares during a subscription period which shall last for such period as may be agreed upon by the parties hereto. The subscriptions will be payable within three business days after the termination of the subscription period, at which time the Fund will commence operations.

Distribution of Shares. (a) Subject to the provisions terms and conditions set forth herein, the Fund appoints the Distributor as its non-exclusive distributor in connection with the offer and sale of Paragraphs 6, 7, 10, 11, 12, 13 and 14 hereofShares, and the Distributor hereby accepts such appointment and agrees to such minimum purchase use its reasonable best efforts to offer and other sell Shares to investors whom the Distributor reasonably believes meet the eligibility requirements as may from time to time be indicated set forth in the Fund's ProspectusRegistration Statement and to use all reasonable efforts to assist the Fund in closing the sale of Shares by each investor who submits a Subscription Agreement (as defined below). Unless otherwise agreed by the parties, Distributorthe Fund and/or Salient Advisors, acting as principal for its own account L.P., investment adviser and not as services agent for to the FundFund (the “Investment Adviser” or the “Services Agent”), shall have the right be responsible for reviewing each Subscription Agreement to purchase Shares from the Fund. Distributor shall sell Shares only confirm that it has been completed in accordance with the Fund's Prospectusinstructions thereto and that each has been completed by or on behalf of an “Eligible Investor” as described in the Registration Statement. The Fund and/or the Services Agent, on a "best efforts" basis. Distributor shall purchase Shares from the Fund at a price equal in its or their sole discretion, may return to the net asset value, shall sell Shares at the public offering price as defined in Paragraph 8, Distributor any Subscription Agreement that is not completed to its or their satisfaction and shall retain all sales chargesbe under no obligation to accept any Subscription Agreement. The Distributor is not obligated to sell any specific number of Shares or to purchase any Shares for its own account. The Fund shall be entitled to appoint additional distributors. (b) The Fund shall pay all expenses associated with notices, proxy solicitation materialIn offering Shares, the preparation Distributor shall act solely as the agent of annual or more frequent revisions to the Fund's Prospectus and SAI and of printing and supplying the currently effective Prospectus and SAI to shareholders, other than those necessitated by Distributor's activities or rules and regulations related to Distributor's activities where such amendments or supplements result in expenses which the Fund would not otherwise have incurredas principal. (c) The Distributor Prior to forwarding a Subscription Agreement to the Fund and/or the Services Agent (or their or its affiliatesdesignee) for acceptance, the Distributor shall pay use its reasonable efforts to determine that the costs subscriber for Shares has a legitimate source of printing funds, that there is no reason to suspect such subscriber of money laundering activities, and supplying all that in forwarding the Subscription Agreement the Distributor is compliant with the program described in Section 5(g). (d) For purposes of the offering of Shares, the Fund has furnished to the Distributor copies of the Prospectus Registration Statement and SAI subscription documentation (the “Subscription Agreement”). Additional copies of such documents will be furnished to the Distributor at no cost to the Distributor in such numbers as may be reasonably requested. The Distributor is authorized to furnish to prospective subscribers for Shares only such information concerning the Fund and the offering as may be contained in the Registration Statement, the Fund’s formation documents, or any other documents, including sales material, if filed with the Registration Statement or approved in writing by the Fund (collectively with the Registration Statement, formation documents and Subscription Agreement, the Fund’s “Offering Documents”). (e) The Fund may suspend or terminate the offering of any Shares at any time as to specific classes of investors, as to specific jurisdictions or otherwise. A Fund will promptly advise the Distributor of the determination to cease offering Shares or recommence offering Shares. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall suspend solicitation of subscriptions for Shares in accordance with such terms until the Fund notifies the Distributor that such solicitation may be resumed. (f) The Fund will furnish the Distributor with such documents as it may reasonably require, from time to time, for the purpose of enabling it to offer and sell Shares as contemplated by this Agreement, or in order to evidence the accuracy of any of the representations and warranties, or the fulfillment of any of the conditions contained in this Agreement. All proceedings taken by the Fund in connection with the issuance and sale of Shares as contemplated in this Agreement will be satisfactory in form and substance to the Distributor. (g) The Distributor accepts such appointment as distributor and agrees to render such services and to assume the obligations herein set forth for the compensation herein provided. The Distributor agrees to (a) provide one or more persons during normal business hours to respond to telephone questions from prospective investors concerning the Funds that are referred to it by the Funds’ service providers, (b) monitor the processing of purchase and repurchase orders for Fund Shares by the Funds’ service providers, (c) enter into distribution and service agreements with broker-dealers and other financial intermediaries, and (d) perform such other services as the parties may agree from time to time. The Distributor shall for all purposes herein provided be deemed to be an independent contractor and, unless expressly provided herein or otherwise authorized, shall have no authority to act for or represent the Fund in any way. The Distributor, by separate agreement with the Fund, may also serve the Fund in other capacities. The services of the Distributor to the Fund under this Agreement are not to be deemed exclusive, and the Distributor shall be free to render similar or other services to others so long as its services hereunder are not impaired thereby. The Distributor represents that it is a registered securities dealer and a member in good standing of FINRA. (h) The Distributor will prepare and deliver such reports as requested by each Fund’s Board of Trustees, and otherwise from time to time as requested by the Fund. Such reports shall be in substantially the form requested by the Fund. If requested by the Funds, the Distributor shall send, at its own expense, one or more appropriate representatives to report in person at a meeting of the Funds’ Board of Trustees. (i) The Distributor will use appropriate efforts to market the Funds and solicit orders for the sale of the Shares at such prices and on the terms and conditions set forth in the Registration Statement. The Distributor agrees to file with all necessary regulatory authorities, such as FINRA and the Securities and Exchange Commission (the “SEC”), such advertising and sales literature as has been previously approved by the Funds. The Distributor agrees that it will have legal responsibility under all applicable laws, rules and regulations, including the rules and regulations of the SEC and FINRA, for the form and use of all advertising and sales literature for the Funds which the Distributor prepares, uses, approves for use and/or files with the SEC and/or FINRA. (j) In carrying out its duties and responsibilities hereunder, the Distributor may, pursuant to separate written contracts, appoint various financial services firms and/or advisers (“Firms”), to provide advertising, promotion and other distribution services contemplated hereunder directly to or for the benefit of existing and potential shareholders who may be clients of such Firms. Such Firms shall at all times be deemed to be independent contractors retained by the Distributor and not the Fund. (k) The Distributor shall use its reasonable best efforts with reasonable promptness to sell such part of the authorized Shares of the Fund remaining unissued as from time to time that shall be effectively registered under the Securities Act of 1933, as amended (“Securities Act”), at prices determined as hereinafter provided and on terms hereinafter set forth, all subject to applicable federal and state laws and regulations and to the Fund’s currently effective Registration Statement; provided, however, that the Distributor may, in its discretion, refuse to accept orders for Shares from any particular applicant. Without limiting the foregoing, the Distributor agrees to: (i) sell Shares only to an investor who is an “Eligible Investor” as that term is defined in the Registration Statement; (ii) obtain and comply with any investor certification requirements set forth in the Fund’s Registration Statement; and (iii) impose the requirements set forth in (i) and (ii) of this paragraph as a condition of the sales activity of any Firm or other person with whom the Distributor enters into a selling group arrangement with respect to the Shares. (l) The Distributor shall sell Shares of the Fund to or through qualified Firms in such a manner, not inconsistent with the provisions hereof and the Fund’s Registration Statement, as the Distributor may determine from time to time, provided that no Firm or other person shall be appointed or authorized to act as agent of the Fund without prior consent of the Fund. The Distributor is authorized to enter into member servicing arrangements with such Firms as described in the Fund’s Registration Statement, as applicable, and the Fund, as described in its Registration Statement, as applicable, will reimburse the Distributor for any payments made to such Firms that have agreed to provide ongoing member services and account maintenance services to members in the Fund that are their customers. In addition to sales made by it as agent of the Fund, the Distributor may, in its discretion, also sell Shares of the Fund as principal to persons with whom it does not have selling group agreements. (m) Shares of the Fund offered for sale or sold by the Distributor shall be so offered or sold at a price per Share determined in accordance with the Registration Statement. The price the Fund shall receive for Shares purchased from it shall be the net asset value used in determining the public offering price applicable to the sale of such Shares, except with respect to Shares sold during the initial offering period, as defined in the Registration Statement, which shall be offered and sold at the price set forth therein. (n) The Distributor may compensate Firms, from its fees, for sales of Shares at the commission levels provided in the Registration Statement from time to time. The Distributor may also pay other commissions, fees or concessions to Firms, and may pay them to others in its discretion, in such amounts as the Distributor shall determine from time to time consistent with applicable regulations. (o) The Distributor will require each Firm to conform to the provisions hereof and the Registration Statement with respect to the public offering price or net asset value, as applicable, of the Fund’s Shares, and neither the Distributor nor any such Firms shall withhold the placing of purchase orders so as to make a profit thereby. (p) The Fund will use its reasonable best efforts to keep effectively registered under the Securities Act, for sale as herein contemplated, such Shares as the Distributor shall reasonably request and as the Securities and Exchange Commission shall permit to be so registered. Notwithstanding any other provision hereof, the Fund may terminate, suspend, or withdraw the offering of Shares whenever, in its sole discretion, actions it deems to be desirable. (q) The Fund will execute any and all documents and furnish any and all information that may be reasonably necessary in connection with the qualification of its Shares for sale (including the qualification of the Fund as a dealer where necessary or advisable) in such states as the Distributor may reasonably request (it being understood that the Fund shall not be required without its consent to comply with any requirement which in its opinion is unduly burdensome). The Fund will furnish to the Distributor from time to time such information with respect to the Fund and its Shares as the Distributor may reasonably request for use in connection with the distribution sale of Shares of the Fund. (r) The Distributor shall issue and deliver or shall arrange for various Firms to issue and deliver on behalf of the Fund such confirmations of sales made by it pursuant to this Agreement as may be required under any applicable law. At or prior to the time of issuance of Shares, the Distributor will pay or cause to be paid to the Fund the amount due the Fund for the sale of such Shares. Shares shall be registered on the transfer books of the Fund in such names and denominations as the Distributor may specify. (s) The Distributor shall order Shares of the Fund from the Fund only to the extent that it shall have received purchase orders therefore. The Distributor will also pay the expenses not make, or authorize Firms or others to make (a) any short sales of Shares of the preparationFund; or (b) any sales of such Shares to any member of the Fund’s board of trustees (“Board”) or officer of the Fund or to any officer or Board member of the Distributor or of any corporation or association furnishing investment advisory, excluding legal fees, and printing of all amendments and supplements managerial or supervisory services to the Fund's Prospectus , or to any corporation or association, unless such sales are made in accordance with the Registration Statement relating to the sale of such Shares. The Distributor, on behalf of and SAI if for the amendment or supplement arises from Distributor's activities or rules and regulations related to Distributor's activities and those expenses would not otherwise have been incurred by account of the Fund, may repurchase the Shares of the Fund at such prices and upon such terms and conditions as shall be specified in the Fund’s Registration Statement. In selling or repurchasing Shares of the Fund for the account of the Fund, the Distributor will pay in all expenses incurred by Distributor in advertising, promoting and selling Fund Shares. (d) Prior respects conform to the continuous offering requirements of all state and federal laws and the Conduct Rules of FINRA, relating to such sale or repurchase, as the case may be. The Distributor will observe and be bound by all the provisions of the Fund’s organizational documents (and of any Fund Shares, commencing on a date agreed upon fundamental policies adopted by the Fund and pursuant to the Distributor1940 Act), it is contemplated that which in any way require, limit, restrict, prohibit or otherwise regulate any action on the part of the Distributor may solicit subscriptions for such Shares during a subscription period which shall last for such period as may be agreed upon by the parties hereto. The subscriptions will be payable within three business days after the termination of the subscription period, at which time the Fund will commence operationshereunder.

Distribution of Shares. (a) Subject 4.1. It is mutually understood and agreed that the Distributor does not undertake to sell all or any specific portion of the provisions Class A or Class B shares of Paragraphs 6, 7, 10, 11, 12, 13 and 14 hereof, and to such minimum purchase and other requirements as may from time to time be indicated in the any Fund's Prospectus, Distributor, acting as principal for its own account and not as agent for the Fund, . Distributor shall have the right to purchase Shares from enter into sales agreements with dealers of its choice for the Fund. Distributor shall sell Shares only in accordance with sale of the Fund's Prospectus, on a "best efforts" basis. Distributor shall purchase Shares from the Class A or Class B shares of each Fund at a price equal to the net asset value, shall sell Shares public at the public offering price price. Distributor shall set forth in such agreements the portion of the sales charge which may be retained by such dealers. 4.2. If any Fund determines that it is necessary to file the form of dealer agreement and amendments thereto as defined in Paragraph 8an exhibit to its currently effective Registration Statement under the 1933 Act, and then the Distributor shall retain all sales chargesprovide the Fund with currently effective documents. 4.3. A Fund shall not sell any of its Class A or Class B shares except through the Distributor. Notwithstanding the provisions of the foregoing sentence: (a) A Fund may issue its Class A or Class B shares at their net asset value to any shareholder of the Fund purchasing such shares with dividends or other cash distributions received from the Fund pursuant to any special or continuing offer made to shareholders; (b) The Distributor may, and when requested by a Fund, shall, suspend its efforts to effectuate sales of the Class A or Class B shares of a Fund shall pay all expenses associated with notices, proxy solicitation material, at any time when in the preparation opinion of annual the Distributor or more frequent revisions to the Fund's Prospectus and SAI and of printing and supplying the currently effective Prospectus and SAI to shareholders, other than those necessitated by Distributor's activities or rules and regulations related to Distributor's activities where such amendments or supplements result in expenses which the Fund would not otherwise have incurred.no sales should be made because of a need to revise a Registration Statement, or because of market or other economic considerations or abnormal circumstances of any kind. Either party in its sole discretion may reject orders for the purchase of such shares; (c) The Distributor (A Fund may withdraw the offering of its Class A or its affiliates) shall pay Class B shares at any time with the costs of printing and supplying all copies consent of the Prospectus and SAI that it may reasonably request for use in connection with the distribution of Shares. The Distributor will also pay the expenses of the preparation, excluding legal fees, and printing of all amendments and supplements to the Fund's Prospectus and SAI if the amendment or supplement arises from Distributor's activities or rules and regulations related to Distributor's activities and those expenses would not otherwise have been incurred without such consent when so required by the Fund. Distributor will pay all expenses incurred by Distributor in advertisingprovisions of any statute or of any order, promoting and selling Fund Shares.rule or regulation of any governmental body having jurisdiction; (d) Prior The price at which the Class A or Class B shares will be sold to investors (the continuous "offering price") shall be the net asset value per share, determined in accordance with the provisions of the Fund's current Registration Statement, plus a sales charge determined in the amount and manner established from time to time by the Distributor and set forth in a Fund's current prospectus. The Fund shall receive the net asset value per share for the sale of its Class A or Class B shares; (e) If a sales charge is in effect, the Distributor shall have the right, subject to such rules or regulations of the Securities and Exchange Commission as may then be in effect pursuant to Section 22 of the 1940 Act, to pay a portion of the sales charge to dealers (f) The Distributor is not authorized by any Fund Sharesto provide any information or to make any representations other than those contained in the appropriate Registration Statements, commencing or contained in shareholder reports or other material that may be prepared by or on behalf of a date agreed upon by the Fund and the for Distributor, it is contemplated that 's use. This shall not be construed to prevent the Distributor from preparing and distributing sales literature or other material as it may solicit subscriptions for such Shares during a subscription period which shall last for such period as may be agreed upon by the parties hereto. The subscriptions will be payable within three business days after the termination of the subscription period, at which time the Fund will commence operationsdeem appropriate.

Distribution of Shares. 2.1 The Distributor shall devote reasonable time and effort to effect sales of Shares, but shall not be obligated to sell any specific number of Shares, to investors whom the Distributor, reasonably believes meet the eligibility requirements set forth in the Registration Statement and to use all reasonable efforts to assist the Fund in closing the sale of Shares by each investor who submits an Investor Purchase Application. Unless otherwise agreed by the parties, the Distributor shall be responsible for reviewing or delegating responsibility to a service provider to review each Investor Purchase Application of the Distributor’s Subscribers (aas defined in Section 3.1) Subject to confirm that it has been completed in accordance with the instructions thereto and that each has been completed by or on behalf of an “Eligible Investor” as described in the Registration Statement. 2.2 The Fund, the Adviser and/or any administrator or transfer agent appointed by the Fund (collectively, the “Administrator”), in its or their sole discretion, may reject any Investor Purchase Application that is not completed to its or their satisfaction, and the Fund shall be under no obligation to accept any Investor Purchase Application. 2.3 In offering Shares, the Distributor shall act solely as agent of the Fund not as principal. 2.4 Prior to forwarding an Investor Purchase Application to the provisions Fund and/or the Administrator for acceptance, the Distributor shall use its reasonable efforts or delegate responsibility to a service provider to determine that the subscriber for Shares has a legitimate source of Paragraphs 6funds, 7, 10, 11, 12, 13 and 14 hereofthat there is no reason to suspect such subscriber of money laundering activities, and that in forwarding the Investor Purchase Application the Distributor is compliant with the program described in Section 9.7. 2.5 For purposes of the offering of Shares, the Fund has furnished to the Distributor copies of the Registration Statement and Investor Purchase Application. Additional copies of such minimum purchase and other requirements documents will be furnished to the Distributor at no cost to the Distributor in such numbers as may be reasonably requested. 2.6 The Fund may suspend or terminate the offering of any Shares at any time as to specific classes of investors, as to specific jurisdictions or otherwise. The Fund will promptly advise the Distributor of the determination to cease offering Shares or to recommence offering Shares. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall suspend solicitation of investor applications for Shares in accordance with such terms until the Fund notifies the Distributor that such solicitation may be resumed. 2.7 The Fund will furnish the Distributor with such documents as it may reasonably require, from time to time, for the purpose of enabling it to offer and sell Shares as contemplated by this Agreement, or in order to evidence the accuracy of any of the representations and warranties, or the fulfillment of any of the conditions contained in this Agreement. All proceedings taken by the Fund in connection with the issuance and sale of Shares as contemplated in this Agreement will be satisfactory in form and substance to the Distributor. 2.8 The Distributor will prepare and deliver such reports, including reports regarding the use of distribution payments received by the Distributor pursuant to Rule 12b-1 under the 1940 Act, as requested by the Fund’s Board of Trustees, and otherwise from time to time be indicated in as requested by the Fund's Prospectus, Distributor, acting as principal for its own account and not as agent for . Such reports shall be in substantially the form requested by the Fund. If requested by the Fund, the Distributor shall have the right send, at its own expense, one or more appropriate representatives to purchase Shares from report in person at a meeting of the Fund. ’s Board of Trustees. 2.9 The Distributor will solicit orders for the sale of the Shares at such prices and on the terms and conditions set forth in the Registration Statement. 2.10 Shares of the Fund offered for sale or sold by the Distributor shall sell Shares only be so offered or sold at a price per Share determined in accordance with the Fund's Prospectus, on a "best efforts" basis. Distributor shall purchase Registration Statement. 2.11 The Fund will execute any and all documents and furnish any and all information that may be reasonably necessary in connection with the qualification of its Shares from for sale (including the qualification of the Fund at as a price equal dealer where necessary or advisable) in such states as the Distributor may reasonably request (it being understood that the Fund shall not be required without its consent to comply with any requirement which in its opinion is unduly burdensome). The Fund will furnish to the net asset value, shall sell Shares at the public offering price as defined in Paragraph 8, and shall retain all sales charges. (b) The Fund shall pay all expenses associated Distributor from time to time such information with notices, proxy solicitation material, the preparation of annual or more frequent revisions respect to the Fund's Prospectus Fund and SAI and of printing and supplying its Shares as the currently effective Prospectus and SAI to shareholders, other than those necessitated by Distributor's activities or rules and regulations related to Distributor's activities where such amendments or supplements result in expenses which the Fund would not otherwise have incurred. (c) The Distributor (or its affiliates) shall pay the costs of printing and supplying all copies of the Prospectus and SAI that it may reasonably request for use in connection with the distribution sale of Shares. Shares of the Fund. 2.12 The Distributor will also pay the expenses shall issue and deliver or shall arrange for various Brokers to issue and deliver on behalf of the preparation, excluding legal fees, and printing Fund such confirmations of all amendments and supplements sales made by it pursuant to the Fund's Prospectus and SAI if the amendment or supplement arises from Distributor's activities or rules and regulations related to Distributor's activities and those expenses would not otherwise have been incurred by the Fund. Distributor will pay all expenses incurred by Distributor in advertising, promoting and selling Fund Shares. (d) Prior to the continuous offering of any Fund Shares, commencing on a date agreed upon by the Fund and the Distributor, it is contemplated that the Distributor may solicit subscriptions for such Shares during a subscription period which shall last for such period this Agreement as may be agreed upon required under any applicable law. At or prior to the time of issuance of Shares, the Distributor will cause to be paid to the Fund by the parties heretoDistributor’s Subscriber the amount due the Fund for the sale of such Shares. The subscriptions will All Shares shall be payable within three business days after registered on the termination transfer books of the subscription period, at which time the Fund will commence operationsFund.

Distribution of Shares. 2.1 The Distributor shall devote reasonable time and effort to effect sales of Shares, but shall not be obligated to sell any specific number of Shares, to investors whom the Distributor, reasonably believes meet the eligibility requirements set forth in the Registration Statement and to use all reasonable efforts to assist the Fund in closing the sale of Shares by each investor who submits an Investor Purchase Application. Unless otherwise agreed by the parties, the Distributor shall be responsible for reviewing or delegating responsibility to a service provider to review each Investor Purchase Application of the Distributor’s Subscribers (aas defined in Section 3.1) Subject to confirm that it has been completed in accordance with the instructions thereto and that each has been completed by or on behalf of an “Eligible Investor” as described in the Registration Statement. 2.2 The Fund, the Adviser and/or any administrator or transfer agent appointed by the Fund (collectively, the “Administrator”), in its or their sole discretion, may reject any Investor Purchase Application that is not completed to its or their satisfaction, and the Fund shall be under no obligation to accept any Investor Purchase Application. 2.3 In offering Shares, the Distributor shall act solely as agent of the Fund not as principal. 2.4 Prior to forwarding an Investor Purchase Application to the provisions Fund and/or the Administrator for acceptance, the Distributor shall use its reasonable efforts or delegate responsibility to a service provider to determine that the subscriber for Shares has a legitimate source of Paragraphs 6funds, 7, 10, 11, 12, 13 and 14 hereofthat there is no reason to suspect such subscriber of money laundering activities, and that in forwarding the Investor Purchase Application the Distributor is compliant with the program described in Section 9.7. 2.5 For purposes of the offering of Shares, the Fund has furnished to the Distributor copies of the Registration Statement and Investor Purchase Application. Additional copies of such minimum purchase and other requirements documents will be furnished to the Distributor at no cost to the Distributor in such numbers as may be reasonably requested. 2.6 The Fund may suspend or terminate the offering of any Shares at any time as to specific classes of investors, as to specific jurisdictions or otherwise. The Fund will promptly advise the Distributor of the determination to cease offering Shares or to recommence offering Shares. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall suspend solicitation of investor applications for Shares in accordance with such terms until the Fund notifies the Distributor that such solicitation may be resumed. 2.7 The Fund will furnish the Distributor with such documents as it may reasonably require, from time to time, for the purpose of enabling it to offer and sell Shares as contemplated by this Agreement, or in order to evidence the accuracy of any of the representations and warranties, or the fulfillment of any of the conditions contained in this Agreement. All proceedings taken by the Fund in connection with the issuance and sale of Shares as contemplated in this Agreement will be satisfactory in form and substance to the Distributor. 2.8 The Distributor will prepare and deliver such reports as requested by the Fund’s Board of Trustees, and otherwise from time to time be indicated in as requested by the Fund's Prospectus, Distributor, acting as principal for its own account and not as agent for . Such reports shall be in substantially the form requested by the Fund. If requested by the Fund, the Distributor shall have the right send, at its own expense, one or more appropriate representatives to purchase Shares from report in person at a meeting of the Fund. ’s Board of Trustees. 2.9 The Distributor will solicit orders for the sale of the Shares at such prices and on the terms and conditions set forth in the Registration Statement. 2.10 Shares of the Fund offered for sale or sold by the Distributor shall sell Shares only be so offered or sold at a price per Share determined in accordance with the Fund's Prospectus, on a "best efforts" basis. Distributor shall purchase Registration Statement. 2.11 The Fund will execute any and all documents and furnish any and all information that may be reasonably necessary in connection with the qualification of its Shares from for sale (including the qualification of the Fund at as a price equal dealer where necessary or advisable) in such states as the Distributor may reasonably request (it being understood that the Fund shall not be required without its consent to comply with any requirement which in its opinion is unduly burdensome). The Fund will furnish to the net asset value, shall sell Shares at the public offering price as defined in Paragraph 8, and shall retain all sales charges. (b) The Fund shall pay all expenses associated Distributor from time to time such information with notices, proxy solicitation material, the preparation of annual or more frequent revisions respect to the Fund's Prospectus Fund and SAI and of printing and supplying its Shares as the currently effective Prospectus and SAI to shareholders, other than those necessitated by Distributor's activities or rules and regulations related to Distributor's activities where such amendments or supplements result in expenses which the Fund would not otherwise have incurred. (c) The Distributor (or its affiliates) shall pay the costs of printing and supplying all copies of the Prospectus and SAI that it may reasonably request for use in connection with the distribution sale of Shares. Shares of the Fund. 2.12 The Distributor will also pay the expenses shall issue and deliver or shall arrange for various Brokers to issue and deliver on behalf of the preparation, excluding legal fees, and printing Fund such confirmations of all amendments and supplements sales made by it pursuant to the Fund's Prospectus and SAI if the amendment or supplement arises from Distributor's activities or rules and regulations related to Distributor's activities and those expenses would not otherwise have been incurred by the Fund. Distributor will pay all expenses incurred by Distributor in advertising, promoting and selling Fund Shares. (d) Prior to the continuous offering of any Fund Shares, commencing on a date agreed upon by the Fund and the Distributor, it is contemplated that the Distributor may solicit subscriptions for such Shares during a subscription period which shall last for such period this Agreement as may be agreed upon required under any applicable law. At or prior to the time of issuance of Shares, the Distributor will cause to be paid to the Fund by the parties heretoDistributor’s Subscriber the amount due the Fund for the sale of such Shares. The subscriptions will All Shares shall be payable within three business days after registered on the termination transfer books of the subscription period, at which time the Fund will commence operationsFund.

Distribution of Shares. 4.1 The Trustees may not sell, charge or otherwise dispose of or deal with any Shares unless the proposed sale charge or disposal has been approved by a Poll conducted pursuant to Clauses 4.3 and 4.5 and (subject to clause 4.13) a Poll pursuant to clause 4.9 subject to paragraph 4.15. 4.2 A Poll conducted pursuant to clause 4.3 may include among the proposals on which Customers vote the additional proposal of a distribution of all or any of the Shares to any customer nominated by the Trustees or that in lieu of the distribution of Shares that they be sold and the 4.3 The Trustees shall during September of 1996 and every 6 years thereafter, and may at any other time, conduct a Poll in accordance with clause 4.5 to determine whether Customers voting on the Poll wish Shares to continue to be held by Trust or be transferred to Customers or to be transferred to Local Authorities or in accordance with any additional proposal of the Trustees pursuant to clause 4.2. 4.4 At least one month prior to the conducting of the Poll the Trustees shall prepare and publish a report containing: (a) Subject an analysis of the performance of the Trust to the provisions date of Paragraphs 6, 7, 10, 11, 12, 13 the report together with a discussion of the advantages and 14 hereof, and to such minimum purchase and other requirements as may from time to time be indicated in disadvantages of continued Trust ownership of the Fund's Prospectus, Distributor, acting as principal for its own account and not as agent for the Fund, shall have the right to purchase Shares from the Fund. Distributor shall sell Shares only in accordance with the Fund's Prospectus, on a "best efforts" basis. Distributor shall purchase Shares from the Fund at a price equal to the net asset value, shall sell Shares at the public offering price as defined in Paragraph 8, and shall retain all sales chargesShares. (b) The Fund shall pay all expenses associated with noticesa discussion of the advantages and disadvantages of a transfer of the Shares to Customers or to Local Authorities or a sale of the Shares and a transfer of the proceeds to Customers or to Local Authorities, proxy solicitation material, the preparation of annual or more frequent revisions to the Fund's Prospectus and SAI and of printing and supplying the currently effective Prospectus and SAI to shareholders, other than those necessitated by Distributor's activities or rules and regulations related to Distributor's activities where such amendments or supplements result in expenses which the Fund would not otherwise have incurred.and (c) The Distributor (or its affiliates) shall pay any comments by the costs of printing and supplying all copies directors of the Prospectus and SAI that it may reasonably request for use in connection with Company as to the distribution most appropriate form of Shares. The Distributor will also pay the expenses ownership of the preparation, excluding legal fees, and printing of all amendments and supplements to the Fund's Prospectus and SAI if the amendment or supplement arises from Distributor's activities or rules and regulations related to Distributor's activities and those expenses would not otherwise have been incurred by the Fund. Distributor will pay all expenses incurred by Distributor in advertising, promoting and selling Fund Shares. 4.5 A poll conducted pursuant to clause 4.3 shall require Customers voting to separately vote: (da) Prior on the question of whether the Shares held by the Trust should continue to be held by the continuous offering Trust; and (b) if Shares are to be sold or distributed by the Trust whether the Shares (or the proceeds of their sale) should be distributed to Customers, or to Local Authorities or to any Fund Shares, commencing particular customer nominated by the Trustees pursuant to clause 4.2. 4.6 If the majority of votes cash on a date agreed upon Poll under clause 4.5 (a) favour the continuation of the Trust holding Shares that result shall bind the Trustees until a further Poll on that issue is held as provided by clauses 4.1 and 4.3 and the result of votes cast pursuant to clause 4.5 (b) shall be of no consequence. If the majority of votes cast on a Poll pursuant to clause 4.5(a) do not support the continued holding of Shares by the Fund and Trust the Distributor, it is contemplated that the Distributor may solicit subscriptions for such Shares during Trustees shall (subject to clause 4.13) prepare a subscription period which shall last for such period as may be agreed upon by the parties hereto. The subscriptions will be payable within three business days after the termination draft Distribution Plan in accordance with clause 4.7 in respect of the subscription period, at which time the Fund will commence operations.proposal under clause 4.5