Common use of Duties and Obligations of the Managing Broker-Dealer Clause in Contracts

Duties and Obligations of the Managing Broker-Dealer. 4.1 The Managing Broker-Dealer will serve in an “all-or-nothing minimum, best-efforts maximum” capacity in the offering, sale and distribution of the Shares. The Managing Broker-Dealer may offer the Shares as an agent, but all sales shall be made by the Company, acting through the Managing Broker-Dealer as an agent, and not by the Managing Broker-Dealer as a principal. The Managing Broker-Dealer shall have no authority to appoint any person or other entity as an agent or sub-agent of the Managing Broker-Dealer or the Company, except to appoint Selling Group Members acceptable to the Company in its sole discretion. It is acknowledged that the Company may enter into selling agreements with non-commissioned registered investment advisors and, to the extent reasonably practicable, the Managing Broker-Dealer shall assist the Company and the registered investment advisors in completing any sales through the registered investment advisor.

Duties and Obligations of the Managing Broker-Dealer. 4.1 The Managing Broker-Dealer will serve in an a “all-or-nothing minimum, best-efforts maximumefforts” capacity in the offering, sale and distribution of the Shares. The Managing Broker-Dealer may offer the Shares as an agent, but all sales shall be made by the Company, acting through the Managing Broker-Dealer as an agent, and not by the Managing Broker-Dealer as a principal. The Managing Broker-Dealer shall have no authority to appoint any person or other entity as an agent or sub-agent of the Managing Broker-Dealer or the Company, except to appoint Selling Group Members acceptable to the Company in its sole discretion. It is acknowledged that the Company may enter into selling agreements with non-commissioned registered investment advisors and, to the extent reasonably practicable, the Managing Broker-Dealer shall assist the Company and the registered investment advisors in completing any sales through the registered investment advisor.