Common use of Distribution Services Clause in Contracts

Distribution Services. 3.1. Distributor will have the right, as agent for the Fund, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the Fund’s effective Registration Statement on Form N-2 under the 1940 Act and the Securities Act of 1933, as amended (the “Securities Act”), including the then-current prospectus and statement of additional information (the “Registration Statement”). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Fund. 3.2. Distributor will also have the right, as agent for the Fund, to sell such Shares to the public against orders therefor at the public offering price (as defined below) and in accordance with the Registration Statement. 3.3. Distributor will also have the right to take, as agent for the Fund, all actions which, in Distributor’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The “public offering price” for the Shares of the Fund shall be the net asset value (“NAV”) of the Shares then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the SEC or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. 3.5. The NAV of the Shares of the Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares shall be calculated by the Fund or by another entity on behalf of the Fund. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Fund shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Fund or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the Fund, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Fund with any comments provided by regulators with respect to such materials. 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the “Board”) of the Fund regarding its activities under this Agreement as reasonably requested by the Board.

Distribution Services. 3.1. Distributor will have the right, as agent for the FundTrust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the FundTrust’s effective Registration Statement on Form N-2 N-1A under the 1940 Act and the Securities Act of 1933, each as amended (the “Securities Act”), including the then-current prospectus and statement of additional information (the “Registration Statement”). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the FundTrust. 3.2. Distributor will also have the right, as agent for the FundTrust, to sell such Shares to the public against orders therefor at the public offering price (as defined below) and in accordance with the Registration Statement). 3.3. Distributor will also have the right to take, as agent for the FundTrust, all actions which, in Distributor’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The “public offering price” for the Shares of the each Fund shall be the respective net asset value (“NAV”) of the Shares of that Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the SEC U.S. Securities and Exchange Commission (the “SEC”) or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”). 3.5. The NAV of the Shares of the each Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares of each Fund shall be calculated by the Fund Trust or by another entity on behalf of the FundTrust. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Fund Trust shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Fund Trust or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the FundTrust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund Funds so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Fund Trust with any comments provided by regulators with respect to such materials. 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the “Board”) of the Fund Trust regarding its activities under this Agreement as reasonably requested by the Trust’s Board, including reports regarding the use of assets accrued pursuant to a Rule 12b-1 plan adopted by the Trust, if any.

Distribution Services. 3.1. Distributor will have the right, as agent for the FundTrust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the FundTrust’s effective Registration Statement on Form N-2 N-1A under the 1940 Act and the Securities Act of 1933, each as amended (the “Securities Act”), including the then-current prospectus and statement of additional information (the “Registration Statement”). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the FundTrust. 3.2. Distributor will also have the right, as agent for the FundTrust, to sell such Shares to the public against orders therefor at the public offering price (as defined below) and in accordance with the Registration Statement). 3.3. Distributor will also have the right to take, as agent for the FundTrust, all actions which, in Distributor’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The “public offering price” for the Shares of the each Fund shall be the respective net asset value (“NAV”) of the Shares of that Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the SEC or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. 3.5. The NAV of the Shares of the each Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares of each Fund shall be calculated by the Fund Trust or by another entity on behalf of the FundTrust. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Fund Trust shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Fund Trust or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the FundTrust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund Funds so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Fund Trust with any comments provided by regulators with respect to such materials. 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the “Board”) of the Fund Trust regarding its activities under this Agreement as reasonably requested by the Trust’s Board, including reports regarding the use of assets accrued pursuant to a Rule 12b-1 plan adopted by the Trust, if any.

Distribution Services. 3.1. Distributor will have the right, as agent for the FundTrust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the FundTrust’s effective Registration Statement on Form N-2 N-1A under the 1940 Act and the Securities Act of 1933, each as amended (the “Securities Act”), including the then-current prospectus and statement of additional information (the “Registration Statement”). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the FundTrust. 3.2. Distributor will also have the right, as agent for the FundTrust, to sell such Shares to the public against orders therefor at the public offering price (as defined below) and in accordance with the Registration Statement). 3.3. Distributor will also have the right to take, as agent for the FundTrust, all actions which, in Distributor’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The “public offering price” for the Shares of the each Fund shall be the respective net asset value (“NAV”) of the Shares of that Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the SEC U.S. Securities and Exchange Commission (the “SEC”) or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”). 3.5. The NAV of the Shares of the each Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares of each Fund shall be calculated by the Fund Trust or by another entity on behalf of the FundTrust. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Fund Trust shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Fund Trust or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the FundTrust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund Funds so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Fund Trust with any comments provided by regulators with respect to such materials. 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the “Board”) of the Fund Trust regarding its activities under this Agreement as reasonably requested by the Trust’s Board, including reports regarding the use of assets accrued pursuant to a Rule 12b-1 plan adopted by the Trust, if any. 3.12. Distributor shall prepare and make any required FINRA filings concerning the Trust and obtain any necessary approvals from FINRA regarding the Registration Statement.

Distribution Services. 3.1. Distributor will have the right, as agent for the Fundeach Fund Company, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the FundFund Company’s effective Registration Statement on Form N-2 N-1A under the 1940 Act and the Securities Act of 1933, each as amended (the “Securities Act”), including the then-current prospectus and statement of additional information (the “Registration Statement”). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Fundapplicable Fund Company. 3.2. Distributor will also have the right, as agent for the Fundeach Fund Company, to sell such Shares to the public against orders therefor at the public offering price (as defined below) and in accordance with the Registration Statement). 3.3. Distributor will also have the right to take, as agent for the Fundeach Fund Company, all actions which, in Distributor’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The “public offering price” for the Shares of the each Fund shall be the respective net asset value (“NAV”) of the Shares of that Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the SEC or U.S. Securities and Exchange Commission (the “SEC”)or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. 3.5. The NAV of the Shares of the each Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares of each Fund shall be calculated by the applicable Fund Company or by another entity on behalf of the FundFund Company. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the applicable Fund Company shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the applicable Fund Company or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the Fundeach Fund Company, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund Funds so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the each Fund Company with any comments provided by regulators with respect to such materials. 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees Trustees/Directors (the “Board”) of the Fund Companies regarding its activities under this Agreement as reasonably requested by the Board, including reports regarding the use of assets accrued pursuant to a Rule 12b-1 plan adopted by the Fund Companies, if any.

Distribution Services. 3.1. Distributor will have the right, as agent for the FundTrust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the FundTrust’s effective Registration Statement on Form N-2 N-1A under the 1940 Act and the Securities Act of 1933, each as amended (the “Securities Act”), including the then-current prospectus and statement of additional information (the “Registration Statement”). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the FundTrust. 3.2. Distributor will also have the right, as agent for the FundTrust, to sell such Shares to the public against orders therefor at the public offering price (as defined below) and in accordance with the Registration Statement). 3.3. Distributor will also have the right to take, as agent for the FundTrust, all actions which, in Distributor’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The “public offering price” for the Shares of the each Fund shall be the respective net asset value (“NAV”) of the Shares of that Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the SEC or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. 3.5. The NAV of the Shares of the each Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares of each Fund shall be calculated by the Fund Trust or by another entity on behalf of the FundTrust. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Fund Trust shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Fund Trust or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the FundTrust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund Funds so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Fund Trust with any comments provided by regulators with respect to such materials. 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees the Trust (the “Board”) of the Fund regarding its activities under this Agreement as reasonably requested by the Board, including reports regarding the use of assets accrued pursuant to a Rule 12b-1 plan adopted by the Trust, if any. 3.12. Distributor shall provide such materials to the Trust’s Chief Compliance Officer as may reasonably be necessary to support the Board’s findings under Rule 38a-1 under the 1940 Act.

Distribution Services. 3.1. Distributor will have the right, as agent for the FundTrust, to enter into dealer agreements with responsible investment dealers, dealers and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the FundTrust’s effective Registration Statement on Form N-2 N-1A under the 1940 Act and the Securities Act of 1933, each as amended (the “Securities Act”), including the then-current prospectus and statement of additional information (the “Registration Statement”). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the FundTrust. 3.2. Distributor will also have the right, as agent for the FundTrust, to sell such Shares to the public against orders therefor at the public offering price (as defined below) and in accordance with the Registration Statement). 3.3. Distributor will also have the right to take, as agent for the FundTrust, all actions which, in Distributor’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The “public offering price” for the Shares of the each Fund shall be the respective net asset value (“NAV”) of the Shares of that Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the SEC or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. 3.5. The NAV of the Shares of the each Fund shall be determined in the manner provided in the Registration StatementStatement and, and when determined determined, shall be applicable apply to transactions as provided for in the Registration Statement. The NAV of the Shares of each Fund shall be calculated by the Fund Trust or by another entity on behalf of the FundTrust. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Fund Trust shall receive the applicable NAV of the Shares promptly, promptly but in no event later than the third business day following the date on which after Distributor shall have received receives an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Fund Trust or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the FundTrust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund so as Funds to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions.. Ultimus Distribution Agreement 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Fund Trust with any comments provided by regulators with respect to provide concerning such materials. 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the “Board”) of the Fund Trust regarding its activities under this Agreement as reasonably requested by the Trust’s Board, including reports regarding the use of assets accrued pursuant to a Rule 12b-1 plan adopted by the Trust, if any.

Distribution Services. 3.1. Distributor will have the right, as agent for the FundTrust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the FundTrust’s effective Registration Statement on Form N-2 under the 1940 Act and the Securities Act of 1933, each as amended (the “Securities Act”), including the then-current prospectus and statement of additional information (the “Registration Statement”). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the FundTrust. 3.2. Distributor will also have the right, as agent for the FundTrust, to sell such Shares to the public against orders therefor at the public offering price (as defined below) and in accordance with the Registration Statement). 3.3. Distributor will also have the right to take, as agent for the FundTrust, all actions which, in Distributor’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The “public offering price” for the Shares of the each Fund shall be the respective net asset value (“NAV”) of the Shares of that Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the SEC U.S. Securities and Exchange Commission (the “SEC”) or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”). 3.5. The NAV of the Shares of the each Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares of each Fund shall be calculated by the Fund Trust or by another entity on behalf of the FundTrust. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Fund shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Fund Trust or its transfer agent for the issuance and registration of the Shares purchased. 3.83.7. Distributor, as agent of and for the account of the FundTrust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.93.8. Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund Funds so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.103.9. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Fund Trust with any comments provided by regulators with respect to such materials. 3.113.10. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the “Board”) of the Fund Trust regarding its activities under this Agreement as reasonably requested by the Trust’s Board, including reports regarding the use of assets accrued pursuant to a Rule 12b-1 plan adopted by the Trust, if any. 3.11. Distributor shall prepare and make any required FINRA filings concerning the Trust and obtain any necessary approvals from FINRA regarding the Registration Statement.

Distribution Services. 3.1. Distributor will have the right, as agent for the Fund, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the Fund’s effective Registration Statement on Form N-2 under the 1940 Act and the Securities Act of 1933, as amended (the “Securities Act”), including the then-current prospectus and statement of additional information (the “Registration Statement”). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Fund. 3.2. Distributor will also have the right, as agent for the Fund, to sell such Shares to the public against orders therefor at the public offering price (as defined below) and in accordance with the Registration Statement. 3.3. Distributor will also have the right to take, as agent for the Fund, all actions which, in Distributor’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The “public offering price” for the Shares of the Fund shall be the net asset value (“NAV”) of the Shares then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the SEC or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. 3.5. The NAV of the Shares of the Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares shall be calculated by the Fund or by another entity on behalf of the Fund. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Fund shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Fund or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the Fund, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. At all times in connection with its actual or required performance of services hereunder, the Distributor shall maintain a Business Continuity Plan (the “Plan”) for services and implement such Plan in the event of any unplanned interruption of the services. 3.11. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Fund with any comments provided by regulators with respect to such materials. 3.113.12. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the “Board”) of the Fund regarding its activities under this Agreement as reasonably requested by the Board, including reports regarding the use of assets acquired pursuant to a Rule 12b-1 plan adopted by the Fund.

Distribution Services. 3.1. Distributor will have the right, as agent for the FundTrust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the FundTrust’s effective Registration Statement on Form N-2 N-1A under the 1940 Act and the Securities Act of 1933, each as amended (the “Securities Act”), including the then-current prospectus and statement of additional information (the “Registration Statement”). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the FundTrust. 3.2. Distributor will also have the right, as agent for the FundTrust, to sell such Shares to the public against orders therefor at the public offering price (as defined below) and in accordance with the Registration Statement). 3.3. Distributor will also have the right to take, as agent for the FundTrust, all actions which, in Distributor’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The “public offering price” for the Shares of the each Fund shall be the respective net asset value (“NAV”) of the Shares of that Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the SEC or U.S. Securities and Exchange Commission (the “SEC”)or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”). 3.5. The NAV of the Shares of the each Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares of each Fund shall be calculated by the Fund Trust or by another entity on behalf of the FundTrust. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Fund Trust shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Fund Trust or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the FundTrust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund Funds so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Fund Trust with any comments provided by regulators with respect to such materials. 3.11. Distributor shall prepare or cause to be prepared quarterly reports for the Board of Trustees (the “Board”) of the Fund Trust regarding its activities under this Agreement as reasonably requested by the Trust’s Board, including reports regarding the use of assets accrued pursuant to a Rule 12b-1 plan adopted by the Trust, if any. Such quarterly reports to the Board shall be provided to a designated officer of the Trust no later than 45 days after the end of a calendar quarter.

Distribution Services. 3.1. Distributor will have the right, as agent for the FundTrust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the FundTrust’s effective Registration Statement on Form N-2 N-1A under the 1940 Act and the Securities Act of 1933, each as amended (the “Securities Act”), including the then-current prospectus and statement of additional information (the “Registration Statement”). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Fund.Trust. Unified Distribution AgreementFebruary 1, 2019 Page 1 of 19 3.2. Distributor will also have the right, as agent for the FundTrust, to sell such Shares to the public against orders therefor at the public offering price (as defined below) and in accordance with the Registration Statement). 3.3. Distributor will also have the right to take, as agent for the FundTrust, all actions which, in Distributor’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The “public offering price” for the Shares of the each Fund shall be the respective net asset value (“NAV”) of the Shares of that Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the SEC U.S. Securities and Exchange Commission (the “SEC”) or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”). 3.5. The NAV of the Shares of the each Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares of each Fund shall be calculated by the Fund Trust or by another entity on behalf of the FundTrust. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Fund Trust shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Fund Trust or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the FundTrust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund Funds so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Fund Trust with any comments provided by regulators with respect to such materials.. Unified Distribution AgreementFebruary 1, 2019 Page 2 of 19 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the “Board”) of the Fund Trust regarding its activities under this Agreement as reasonably requested by the Trust’s Board, including reports regarding the use of assets accrued pursuant to a Rule 12b-1 plan adopted by the Trust, if any.

Distribution Services. 3.1. Distributor will have the right, as agent for the Fund, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the Fund’s effective Registration Statement on Form N-2 under the 1940 Act and the Securities Act of 1933, as amended (the “Securities Act”), including the then-current prospectus and statement of additional information (the “Registration Statement”). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Fund.. Ultimus Distribution Agreement MidBridge Private Markets Fund 3.2. Distributor will also have the right, as agent for the Fund, to sell such Shares to the public against orders therefor at the public offering price (as defined below) and in accordance with the Registration Statement. 3.3. Distributor will also have the right to take, as agent for the Fund, all actions which, in Distributor’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The “public offering price” for the Shares of the Fund shall be the net asset value (“NAV”) of the Shares then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the SEC or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. 3.5. The NAV of the Shares of the Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares shall be calculated by the Fund or by another entity on behalf of the Fund. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Fund shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Fund or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the Fund, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain maintain, at its own cost, membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulationsFINRA. Distributor agrees to furnish the Fund with any comments provided by regulators with respect to such materials.. Ultimus Distribution Agreement MidBridge Private Markets Fund 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the “Board”) of the Fund regarding its activities under this Agreement as reasonably requested by the Board.

Distribution Services. 3.1. Distributor will have the right, as agent for the FundTrust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the FundTrust’s effective Registration Statement on Form N-2 N-1A under the 1940 Act and the Securities Act of 1933, each as amended (the “Securities Act”), including the then-current prospectus and statement of additional information (the “Registration Statement”). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the FundTrust. 3.2. Distributor will also have the right, as agent for the FundTrust, to sell such Shares to the public against orders therefor at the public offering price (as defined below) and in accordance with the Registration Statement). 3.3. Distributor will also have the right to take, as agent for the FundTrust, all actions which, in Distributor’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The “public offering price” for the Shares of the each Fund shall be the respective net asset value (“NAV”) of the Shares of that Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the SEC U.S. Securities and Exchange Commission (the “SEC”) or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”). 3.5. The NAV of the Shares of the each Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares of each Fund shall be calculated by the Fund Trust or by another entity on behalf of the FundTrust. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Fund Trust shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Fund Trust or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the FundTrust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund Funds so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Fund Trust with any comments provided by regulators with respect to such materials.. Rxxxxxxx, MxXxxxx 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the “Board”) of the Fund Trust regarding its activities under this Agreement as reasonably requested by the Trust’s Board, including reports regarding the use of assets accrued pursuant to a Rule 12b-1 plan adopted by the Trust, if any. 3.12. Distributor shall prepare and make any required FINRA filings concerning the Trust and obtain any necessary approvals from FINRA regarding the Registration Statement.

Distribution Services. 3.1. Distributor will have the right, as agent for the FundTrust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the FundTrust’s effective Registration Statement on Form N-2 N-1A under the 1940 Act and the Securities Act of 1933, each as amended (the “Securities Act”), including the then-current prospectus and statement of additional information (the “Registration Statement”). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the FundTrust. 3.2. Distributor will also have the right, as agent for the FundTrust, to sell such Shares to the public against orders therefor at the public offering price (as defined below) and in accordance with the Registration Statement). 3.3. Distributor will also have the right to take, as agent for the FundTrust, all actions which, in Distributor’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The “public offering price” for the Shares of the each Fund shall be the respective net asset value (“NAV”) of the Shares of that Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the SEC U.S. Securities and Exchange Commission (the “SEC”) or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. 3.5. The NAV of the Shares of the each Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares of each Fund shall be calculated by the Fund Trust or by another entity on behalf of the FundTrust. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Fund Trust shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Fund Trust or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the FundTrust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund Funds so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Fund Trust with any comments provided by regulators with respect to such materials. 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the “Board”) of the Fund Trust regarding its activities under this Agreement as reasonably requested by the Trust’s Board., including reports regarding the use of assets accrued pursuant to a Rule 12b-1 plan adopted by the Trust, if any. Oak Associates Funds

Distribution Services. 3.1. Distributor will have the right, as agent for the FundCorporation, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the FundCorporation’s effective Registration Statement on Form N-2 N-1A under the 1940 Act and the Securities Act of 1933, each as amended (the “Securities Act”), including the then-current prospectus and statement of additional information (the “Registration Statement”). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the FundCorporation. 3.2. Distributor will also have the right, as agent for the FundCorporation, to sell such Shares to the public against orders therefor at the public offering price (as defined below) and in accordance with the Registration Statement). 3.3. Distributor will also have the right to take, as agent for the FundCorporation, all actions which, in Distributor’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The “public offering price” for the Shares of the each Fund shall be the respective net asset value (“NAV”) of the Shares of that Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the SEC or other applicable regulatory agency or self-self- regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. 3.5. The NAV of the Shares of the each Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares of each Fund shall be calculated by the Fund Corporation or by another entity on behalf of the FundCorporation. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Fund Corporation shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Fund Corporation or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the FundCorporation, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund Funds so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Fund Corporation with any comments provided by regulators with respect to such materials. 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees Directors (the “Board”) of the Fund Corporation regarding its activities under this Agreement as reasonably requested by the Corporation’s Board, including reports regarding the use of assets accrued pursuant to a Rule 12b-1 plan adopted by the Corporation, if any.

Distribution Services. 3.1. Distributor will have the right, as agent for the FundTrust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the FundTrust’s effective Registration Statement on Form N-2 N-1A under the 1940 Act and the Securities Act of 1933, each as amended (the “Securities Act”), including the then-current prospectus and statement of additional information (the “Registration Statement”). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the FundTrust. 3.2. Distributor will also have the right, as agent for the FundTrust, to sell such Shares to the public against orders therefor at the public offering price (as defined below) and in accordance with the Registration Statement). 3.3. Distributor will also have the right to take, as agent for the FundTrust, all actions which, in Distributor’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The “public offering price” for the Shares of the each Fund shall be the respective net asset value (“NAV”) of the Shares of that Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the SEC or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. 3.5. The NAV of the Shares of the each Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares of each Fund shall be calculated by the Fund Trust or by another entity on behalf of the FundTrust. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Fund Trust shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Fund Trust or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the FundTrust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund Funds so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Fund Trust and the Advisor with any comments provided by regulators with respect to such materials. 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the “Board”) of the Fund Trust regarding its activities under this Agreement as reasonably requested by the Trust’s Board, including reports regarding the use of assets accrued pursuant to a Rule 12b-1 plan adopted by the Trust, if any.

Distribution Services. 3.1. Distributor will have the right, as agent for the FundTrust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the Fund’s Trust's effective Registration Statement on Form N-2 N-1A under the 1940 Act and the Securities Act of 1933, each as amended (the “"Securities Act”"), including the then-current prospectus and statement of additional information (the “"Registration Statement”"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the FundTrust. 3.2. Distributor will also have the right, as agent for the FundTrust, to sell such Shares to the public against orders therefor at the public offering price (as defined below) and in accordance with the Registration Statement). 3.3. Distributor will also have the right to take, as agent for the FundTrust, all actions which, in Distributor’s 's reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The “"public offering price” " for the Shares of the each Fund shall be the respective net asset value (“"NAV”") of the Shares of that Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the SEC or U.S. Securities and Exchange Commission (the "SEC")or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of the Financial Industry Regulatory Authority, Inc. ("FINRA"). 3.5. The NAV of the Shares of the each Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares of each Fund shall be calculated by the Fund Trust or by another entity on behalf of the FundTrust. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Fund Trust shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Fund Trust or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the FundTrust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation (“"NSCC”") and any other similar successor organization to sponsor a participant number for the Fund Funds so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Fund Trust with any comments provided by regulators with respect to such materials. 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the “"Board”") of the Fund Trust regarding its activities under this Agreement as reasonably requested by the Trust's Board, including reports regarding the use of assets accrued pursuant to a Rule 12b-1 plan adopted by the Trust, if any.

Distribution Services. 3.1. Distributor will have the right, as agent for the FundTrust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the FundTrust’s effective Registration Statement on Form N-2 N-1A under the 1940 Act and the Securities Act of 1933, each as amended (the “Securities Act”), including the then-current prospectus and statement of additional information (the “Registration Statement”). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the FundTrust. 3.2. Distributor will also have the right, as agent for the FundTrust, to sell such Shares to the public against orders therefor at the public offering price (as defined below) and in accordance with the Registration Statement). 3.3. Distributor will also have the right to take, as agent for the FundTrust, all actions which, in Distributor’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The “public offering price” for the Shares of the each Fund shall be the respective net asset value (“NAV”) of the Shares of that Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the SEC U.S. Securities and Exchange Commission (the “SEC”) or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”). 3.5. The NAV of the Shares of the each Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares of each Fund shall be calculated by the Fund Trust or by another entity on behalf of the FundTrust. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Fund Trust shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Fund Trust or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the FundTrust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund Funds so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Fund Trust with any comments provided by regulators with respect to such materials.. Xxxxxxxx, XxXxxxx 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the “Board”) of the Fund Trust regarding its activities under this Agreement as reasonably requested by the Trust’s Board, including reports regarding the use of assets accrued pursuant to a Rule 12b-1 plan adopted by the Trust, if any. 3.12. Distributor shall prepare and make any required FINRA filings concerning the Trust and obtain any necessary approvals from FINRA regarding the Registration Statement.

Distribution Services. 3.1. Distributor will have the right, as agent for the Fund, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the Fund’s effective Registration Statement on Form N-2 N-1A under the 1940 Act and the Securities Act of 1933, each as amended (the “Securities Act”), including the then-current prospectus and statement of additional information (the “Registration Statement”). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Fund. 3.2. Distributor will also have the right, as agent for the Fund, to sell such Shares to the public against orders therefor at the public offering price (as defined below) and in accordance with the Registration Statement). 3.3. Distributor will also have the right to take, as agent for the Fund, all actions which, in Distributor’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The “public offering price” for the Shares of the Fund each Portfolio shall be the respective net asset value (“NAV”) of the Shares of that Portfolio then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the SEC or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. 3.5. The NAV of the Shares of the Fund each Portfolio shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares of each Portfolio shall be calculated by the Fund or by another entity on behalf of the Fund. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Fund shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Fund or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the Fund, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund Portfolios so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Fund with any comments provided by regulators with respect to such materials. 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees Directors (the “Board”) of the Fund regarding its activities under this Agreement as reasonably requested by the Fund’s Board, including reports regarding the use of assets accrued pursuant to a Rule 12b-1 plan adopted by the Fund, if any.

Distribution Services. 3.1. Distributor will have the right, as agent for the FundTrust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the FundTrust’s effective Registration Statement on Form N-2 N-1A under the 1940 Act and the Securities Act of 1933, each as amended (the “Securities Act”), including the then-current prospectus and statement of additional information (the “Registration Statement”). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the FundTrust. 3.2. Distributor will also have the right, as agent for the FundTrust, to sell such Shares to the public against orders therefor at the public offering price (as defined below) and in accordance with the Registration Statement). 3.3. Distributor will also have the right to take, as agent for the FundTrust, all actions which, in Distributor’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The “public offering price” for the Shares of the each Fund shall be the respective net asset value (“NAV”) of the Shares of that Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the SEC or U.S. Securities and Exchange Commission (the “SEC”)or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”). 3.5. The NAV of the Shares of the each Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares of each Fund shall be calculated by the Fund Trust or by another entity on behalf of the FundTrust. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Fund Trust shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Fund Trust or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the FundTrust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund Funds so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Fund Trust with any comments provided by regulators with respect to such materials. 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the “Board”) of the Fund Trust regarding its activities under this Agreement as reasonably requested by the Trust’s Board, including reports regarding the use of assets accrued pursuant to a Rule 12b-1 plan adopted by the Trust, if any.

Distribution Services. 3.1. Distributor will have the right, as agent for the FundTrust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the FundTrust’s effective Registration Statement on Form N-2 N-1A under the 1940 Act and the Securities Act of 1933, each as amended (the “Securities Act”), including the then-current prospectus and statement of additional information (the “Registration Statement”). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the FundTrust. 3.2. Distributor will also have the right, as agent for the FundTrust, to sell such Shares to the public against orders therefor at the public offering price (as defined below) and in accordance with the Registration Statement). 3.3. Distributor will also have the right to take, as agent for the FundTrust, all actions which, in Distributor’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The “public offering price” for the Shares of the each Fund shall be the respective net asset value (“NAV”) of the Shares of that Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the SEC U.S. Securities and Exchange Commission (the “SEC”) or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”). 3.5. The NAV of the Shares of the each Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares of each Fund shall be calculated by the Fund Trust or by another entity on behalf of the FundTrust. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Fund Trust shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Fund Trust or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the FundTrust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund Funds so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Fund Trust with any comments provided by regulators with respect to such materials.. Ultimus Distribution Agreement 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the “Board”) of the Fund Trust regarding its activities under this Agreement as reasonably requested by the Trust’s Board, including reports regarding the use of assets accrued pursuant to a Rule 12b-1 plan adopted by the Trust, if any. 3.12. Distributor shall prepare and make any required FINRA filings concerning the Trust and obtain any necessary approvals from FINRA regarding the Registration Statement.

Distribution Services. 3.1. Distributor will have the right, as agent for the FundTrust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the FundTrust’s effective Registration Statement on Form N-2 N-1A under the 1940 Act and the Securities Act of 1933, each as amended (the “Securities Act”), including the then-current prospectus and statement of additional information (the “Registration Statement”). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the FundTrust. 3.2. Distributor will also have the right, as agent for the FundTrust, to sell such Shares to the public against orders therefor at the public offering price (as defined below) and in accordance with the Registration Statement). 3.3. Distributor will also have the right to take, as agent for the FundTrust, all actions which, in Distributor’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The “public offering price” for the Shares of the each Fund shall be the respective net asset value (“NAV”) of the Shares of that Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the SEC or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. 3.5. The NAV of the Shares of the each Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares of each Fund shall be calculated by the Fund Trust or by another entity on behalf of the FundTrust. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Fund Trust shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Fund Trust or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the FundTrust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund Funds so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. At all times in connection with its actual or required performance of the services hereunder, the Distributor shall maintain a Business Continuity Plan (the “Plan”) for the services and implement such Plan in the event of any unplanned interruption of the services. 3.11. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Fund Trust with any comments provided by regulators with respect to such materials. 3.113.12. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the “Board”) of the Fund Trust regarding its activities under this Agreement as reasonably requested by the Trust’s Board, including reports regarding the use of assets accrued pursuant to a Rule 12b-1 plan adopted by the Trust, if any.

Distribution Services. 3.1. Distributor will have the right, as agent for the FundTrust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the FundTrust’s effective Registration Statement on Form N-2 N-1A under the 1940 Act and the Securities Act of 1933, each as amended (the “Securities Act”), including the then-current prospectus and statement of additional information (the “Registration Statement”). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the FundTrust. 3.2. Distributor will also have the right, as agent for the FundTrust, to sell such Shares to the public against orders therefor at the public offering price (as defined below) and in accordance with the Registration Statement). 3.3. Distributor will also have the right to take, as agent for the FundTrust, all actions which, in Distributor’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The “public offering price” for the Shares of the each Fund shall be the respective net asset value (“NAV”) of the Shares of that Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the SEC or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. 3.5. The NAV of the Shares of the each Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares of each Fund shall be calculated by the Fund Trust or by another entity on behalf of the FundTrust. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Fund Trust shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Fund Trust or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the FundTrust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund Funds so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions.. February 1, 2019 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Fund Trust with any comments provided by regulators with respect to such materials. 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the “Board”) of the Fund Trust regarding its activities under this Agreement as reasonably requested by the Trust’s Board, including reports regarding the use of assets accrued pursuant to a Rule 12b-1 plan adopted by the Trust, if any.

Distribution Services. 3.1. Distributor will have the right, as agent for the Fund, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the Fund’s effective Registration Statement on Form N-2 under the 1940 Act and the Securities Act of 1933, as amended (the “Securities Act”), including the then-current prospectus and statement of additional information (the “Registration Statement”). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Fund. 3.2. Distributor will also have the right, as agent for the Fund, to sell such Shares to the public against orders therefor at the public offering price (as defined below) and in accordance with the Registration Statement. 3.3. Distributor will also have the right to take, as agent for the Fund, all actions which, in Distributor’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The “public offering price” for the Shares of the Fund shall be the net asset value (“NAV”) of the Shares then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the SEC or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. 3.5. The NAV of the Shares of the Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares shall be calculated by the Fund or by another entity on behalf of the Fund. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Fund shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Fund or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the Fund, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Fund with any comments provided by regulators with respect to such materials. 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the “Board”) of the Fund regarding its activities under this Agreement as reasonably requested by the Board.

Distribution Services. 3.1. Distributor will have the right, as agent for the FundTrust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the FundTrust’s effective Registration Statement on Form N-2 N-1A under the 1940 Act and the Securities Act of 1933, each as amended (the “Securities Act”), including the then-current prospectus and statement of additional information (the “Registration Statement”). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the FundTrust. 3.2. Distributor will also have the right, as agent for the FundTrust, to sell such Shares to the public against orders therefor at the public offering price (as defined below) and in accordance with the Registration Statement). 3.3. Distributor will also have the right to take, as agent for the FundTrust, all actions which, in Distributor’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The “public offering price” for the Shares of the each Fund shall be the respective net asset value (“NAV”) of the Shares of that Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the SEC or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. 3.5. The NAV of the Shares of the each Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares of each Fund shall be calculated by the Fund Trust or by another entity on behalf of the FundTrust. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Fund Trust shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Fund Trust or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the FundTrust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund Northern Lights Distribution Agreement September 29, 2023 Page2 of 18 Funds so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. At all times in connection with its actual or required performance of the services hereunder, the Distributor shall maintain a Business Continuity Plan (the “Plan”) for the services and implement such Plan in the event of any unplanned interruption of the services. 3.11. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Fund Trust with any comments provided by regulators with respect to such materials. 3.113.12. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the “Board”) of the Fund Trust regarding its activities under this Agreement as reasonably requested by the Trust’s Board, including reports regarding the use of assets accrued pursuant to a Rule 12b-1 plan adopted by the Trust, if any.

Distribution Services. 3.1. Distributor will have the right, as agent for the FundTrust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the FundTrust’s effective Registration Statement on Form N-2 N-1A under the 1940 Act and the Securities Act of 1933, each as amended (the “Securities Act”), including the then-current prospectus and statement of additional information (the “Registration Statement”). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the FundTrust. 3.2. Distributor will also have the right, as agent for the FundTrust, to sell such Shares to the public against orders therefor at the public offering price (as defined below) and in accordance with the Registration Statement). 3.3. Distributor will also have the right to take, as agent for the FundTrust, all actions which, in Distributor’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The “public offering price” for the Shares of the each Fund shall be the respective net asset value (“NAV”) of the Shares of that Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the SEC or other applicable regulatory agency or self-self- regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. 3.5. The NAV of the Shares of the each Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares of each Fund shall be calculated by the Fund Trust or by another entity on behalf of the FundTrust. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Fund Trust shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Fund Trust or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the FundTrust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund Funds so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Fund Trust with any comments provided by regulators with respect to such materials. 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the “Board”) of the Fund Trust regarding its activities under this Agreement as reasonably requested by the Trust’s Board, including reports regarding the use of assets accrued pursuant to a Rule 12b-1 plan adopted by the Trust, if any.

Distribution Services. 3.1. Distributor will have the right, as agent for the Fund, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the Fund’s effective Registration Statement on Form N-2 under the 1940 Act and the Securities Act of 1933, as amended (the “Securities Act”), including the then-current prospectus and statement of additional information (the “Registration Statement”). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Fund.. Ultimus Distribution Agreement Peak Income Plus Fund, November 17, 2022 3.2. Distributor will also have the right, as agent for the Fund, to sell such Shares to the public against orders therefor at the public offering price (as defined below) and in accordance with the Registration Statement. 3.3. Distributor will also have the right to take, as agent for the Fund, all actions which, in Distributor’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The “public offering price” for the Shares of the Fund shall be the net asset value (“NAV”) of the Shares then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the SEC or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. 3.5. The NAV of the Shares of the Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares shall be calculated by the Fund or by another entity on behalf of the Fund. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Fund shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Fund or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the Fund, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Fund with any comments provided by regulators with respect to such materials.. Ultimus Distribution Agreement Peak Income Plus Fund, November 17, 2022 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the “Board”) of the Fund regarding its activities under this Agreement as reasonably requested by the Board.

Distribution Services. 3.1. Distributor will have the right, as agent for the Fund, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the Fund’s effective Registration Statement on Form N-2 N-1A under the 1940 Act and the Securities Act of 1933, each as amended (the “Securities Act”), including the then-current prospectus and statement of additional information (the “Registration Statement”). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Fund. 3.2. Distributor will also have the right, as agent for the Fund, to sell such Shares to the public against orders therefor at the public offering price (as defined below) and in accordance with the Registration Statement). 3.3. Distributor will also have the right to take, as agent for the Fund, all actions which, in Distributor’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The “public offering price” for the Shares of the Fund each Portfolio shall be the respective net asset value (“NAV”) of the Shares of that Portfolio then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the SEC U.S. Securities and Exchange Commission (the “SEC”) or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”). 3.5. The NAV of the Shares of the Fund each Portfolio shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares of each Portfolio shall be calculated by the Fund or by another entity on behalf of the Fund. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Fund shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Fund or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the Fund, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund Portfolios so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Fund with any comments provided by regulators with respect to such materials. 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees Directors (the “Board”) of the Fund regarding its activities under this Agreement as reasonably requested by the Fund’s Board, including reports regarding the use of assets accrued pursuant to a Rule 12b-1 plan adopted by the Fund, if any.

Distribution Services. 3.1. Distributor will have the right, as agent for the FundTrust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the FundTrust’s effective Registration Statement on Form N-2 N-1A under the 1940 Act and the Securities Act of 1933, each as amended (the “Securities Act”), including the then-current prospectus and statement of additional information (the “Registration Statement”). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the FundTrust. 3.2. Distributor will also have the right, as agent for the FundTrust, to sell such Shares to the public against orders therefor at the public offering price (as defined below) and in accordance with the Registration Statement). 3.3. Distributor will also have the right to take, as agent for the FundTrust, all actions which, in Distributor’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The “public offering price” for the Shares of the each Fund shall be the respective net asset value (“NAV”) of the Shares of that Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the SEC U.S. Securities and Exchange Commission (the “SEC”) or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. 3.5. The NAV of the Shares of the each Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares of each Fund shall be calculated by the Fund Trust or by another entity on behalf of the FundTrust. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Fund Trust shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Fund Trust or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the FundTrust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund Funds so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Fund Trust with any comments provided by regulators with respect to such materials. 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the “Board”) of the Fund Trust regarding its activities under this Agreement as reasonably requested by the Trust’s Board, including reports regarding the use of assets accrued pursuant to a Rule 12b-1 plan adopted by the Trust, if any.

Distribution Services. 3.1. Distributor will have the right, as agent for the FundTrust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the Fund’s effective Registration Statement on Form N-2 N-1A under the 1940 Act and the Securities Act of 1933, each as amended (the “Securities Act”), including the then-current prospectus and statement of additional information (the “Registration Statement”). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Fund. 3.2. Distributor will also have the right, as agent for the FundTrust, to sell such Shares to the public against orders therefor at the public offering price (as defined below) and in accordance with the Registration Statement. 3.3. Distributor will also have the right to take, as agent for the FundTrust, all actions which, in Distributor’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The “public offering price” for the Shares of the each Fund shall be the respective net asset value (“NAV”) of the Shares of that Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the SEC or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. 3.5. The NAV of the Shares of the each Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares of each Fund shall be calculated by the Fund Trust or by another entity on behalf of the FundTrust. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Fund shall receive the applicable NAV of the Shares promptly, but in no event later than the third second business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Fund Trust or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the FundTrust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund Funds so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions.. Ultimus Distribution Agreement September 22, 2023 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Fund Trust with any comments provided by regulators with respect to such materials. 3.11. Distributor acknowledges and agrees that it is not authorized to provide any information or make any representation regarding the Fund other than as contained in the Registration Statement and any sales literature and advertising materials specifically approved by the Fund. 3.12. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the “Board”) of the Fund Trust regarding its activities under this Agreement as reasonably requested by the Trust’s Board, including reports regarding the use of assets accrued pursuant to a Rule 12b-1 plan adopted by the Trust, if any.

Distribution Services. 3.1. Distributor will have the right, as agent for the Fund, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the Fund’s effective Registration Statement on Form N-2 under the 1940 Act and the Securities Act of 1933, as amended (the “Securities Act”), including the then-current prospectus and statement of additional information (the “Registration Statement”). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Fund.. [Axxes Opportunistic Credit Fund, May 29, 2024 3.2. Distributor will also have the right, as agent for the Fund, to sell such Shares to the public against orders therefor at the public offering price (as defined below) and in accordance with the Registration Statement. 3.3. Distributor will also have the right to take, as agent for the Fund, all actions which, in Distributor’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The “public offering price” for the Shares of the Fund shall be the net asset value (“NAV”) of the Shares then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the SEC or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. 3.5. The NAV of the Shares of the Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares shall be calculated by the Fund or by another entity on behalf of the Fund. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Fund shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Fund or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the Fund, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Fund with any comments provided by regulators with respect to such materials. 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the “Board”) of the Fund regarding its activities under this Agreement as reasonably requested by the Board.

Distribution Services. 3.1. Distributor will have the right, as agent for the FundTrust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined below) stated in the FundTrust’s effective Registration Statement on Form N-2 N-1A under the 1940 Act and the Securities Act of 1933, each as amended (the “Securities Act”), including the then-current prospectus and statement of additional information (the “Registration Statement”). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the FundTrust. 3.2. Distributor will also have the right, as agent for the FundTrust, to sell such Shares to the public against orders therefor at the public offering price (as defined below) and in accordance with the Registration Statement). 3.3. Distributor will also have the right to take, as agent for the FundTrust, all actions which, in Distributor’s reasonable judgment, are necessary to carry into effect the distribution of the Shares. 3.4. The “public offering price” for the Shares of the each Fund shall be the respective net asset value (“NAV”) of the Shares of that Fund then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the 1940 Act and the rules and regulations promulgated by the SEC U.S. Securities and Exchange Commission (the “SEC”) or other applicable regulatory agency or self-regulatory organization under the oversight of the SEC. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. 3.5. The NAV of the Shares of the each Fund shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The NAV of the Shares of each Fund shall be calculated by the Fund Trust or by another entity on behalf of the FundTrust. Distributor shall have no duty to inquire into or liability for the accuracy of the NAV per Share as calculated. 3.6. On every sale, the Fund Trust shall receive the applicable NAV of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. 3.7. Upon receipt of purchase instructions, Distributor will transmit such instructions to the Fund Trust or its transfer agent for the issuance and registration of the Shares purchased. 3.8. Distributor, as agent of and for the account of the FundTrust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement. 3.9. Distributor shall maintain membership with the National Securities Clearing Corporation (“NSCC”) and any other similar successor organization to sponsor a participant number for the Fund Funds so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or networking transactions. 3.10. Distributor will review all proposed advertising materials and sales literature for compliance with Applicable Law and shall file such materials with appropriate regulators as required by current laws and regulations. Distributor agrees to furnish the Fund Trust with any comments provided by regulators with respect to such materials.. Xxxxxx Xxxxxx & Xxxxxx Trust 3.11. Distributor shall prepare or cause to be prepared reports for the Board of Trustees (the “Board”) of the Fund Trust regarding its activities under this Agreement as reasonably requested by the Trust’s Board, including reports regarding the use of assets accrued pursuant to a Rule 12b-1 plan adopted by the Trust, if any.