Common use of Duties and Obligations of the Sub-Distributor Clause in Contracts

Duties and Obligations of the Sub-Distributor. The Sub-Distributor may delegate some or all of its duties and obligations hereunder to financial intermediaries pursuant to Dealer Agreements (as hereinafter defined). Such financial intermediaries may include, but are not limited to, broker-dealers, financial institutions and other investment professionals, such as investment advisers, insurance companies, accountants and estate planning firms. Consistent with the below guidelines and/or procedures, the Sub-Distributor will enter into selling and/or servicing agreements with financial intermediaries for the offer, sale and/or servicing of Shares of the Fund (“Dealer Agreements”). (1) All Dealer Agreements shall be either in substantially the form of the agreement attached hereto as Exhibit A (“Standard Dealer Agreement”) or in a form that has been reviewed and approved by the Fund, the Adviser or the Distributor. (2) The parties agree that any modifications to the Standard Dealer Agreement that impact the Sub-Distributor or related financial intermediary and do not materially impact the Fund, the Adviser or the Distributor, and which do not substantially alter the financial intermediary’s obligations, are not deemed to alter substantially the form of the agreement, and thus, do not require approval by the Fund, the Adviser or the Distributor, as the case may be. (3) The parties agree that if a financial intermediary desires to use its own form agreement in lieu of the Standard Dealer Agreement (such agreement referred to herein as an “Alternate Form of Agreement”), the parties agree that the Sub-Distributor may utilize such Alternative Form of Agreement; provided, however, if the Sub-Distributor determines that the Alternate Form of Agreement contains provisions that place additional obligations or liabilities on the Fund, the Adviser or the Distributor that are not contemplated in the Standard Dealer Agreement, the Sub-Distributor will submit the Alternate Form of Agreement to the Fund, the Adviser or the Distributor, as the case may be, for review and approval. (4) The terms of the Dealer Agreements that the Sub-Distributor enters into with financial intermediaries will require the financial intermediaries to conform to the applicable provisions of the Prospectus and Statement of Additional Information and relevant rules and regulations relating to the sale of investment company shares, including with respect to the public offering price of the Shares. (5) Notwithstanding anything in this Agreement to the contrary, the Sub-Distributor will act only on its own behalf as principal in entering into Dealer Agreements with financial intermediaries. No financial intermediary which enters into a Dealer Agreement with the Sub-Distributor shall be authorized to act as agent for the Fund in connection with the offering or sale of Shares to the public or otherwise. (6) The Sub-Distributor shall not use any advertising, sales literature or other promotional material (including “prospectus wrappers,” “broker kits,” “road show slides” and “road show scripts”) prepared by the Sub-Distributor or information provided by the Sub-Distributor in connection with the preparation of sales material, in connection with the offering of the Shares, unless, in each case, such material is approved by the Fund and the Distributor for such use (collectively, “Sub-Distributor Sales Material”). (7) The Sub-Distributor shall, with the assistance of the Fund’s transfer agent, monitor and keep proper records of all accruals and disbursements of Distribution Fees paid to the Sub-Distributor pursuant to this Agreement and payments by the Sub-Distributor to financial intermediaries as contemplated by this Agreement.

Duties and Obligations of the Sub-Distributor. The Sub-Distributor may delegate some or all of its duties and obligations hereunder to financial intermediaries pursuant to Dealer Agreements (as hereinafter defined). Such financial intermediaries may include, but are not limited to, broker-dealers, financial institutions and other investment professionals, such as investment advisers, insurance companies, accountants and estate planning firms. Consistent with the below guidelines and/or procedures, the Sub-Distributor will enter into selling and/or servicing agreements with financial intermediaries for the offer, sale and/or servicing of Shares of the Fund (“Dealer Agreements”). (1) All Dealer Agreements shall be either in substantially the form of the agreement attached hereto as Exhibit A (“Standard Dealer Agreement”) or in a form that has been reviewed and approved by the Fund, the Adviser or the Distributor. (2) The parties agree that any modifications to the Standard Dealer Agreement that impact the Sub-Distributor or related financial intermediary and do not materially impact the Fund, the Adviser or the Distributor, and which do not substantially alter the financial intermediary’s obligations, are not deemed to alter substantially the form of the agreement, and thus, do not require approval by the Fund, the Adviser or the Distributor, as the case may be. (3) The parties agree that if a financial intermediary desires to use its own form agreement in lieu of the Standard Dealer Agreement (such agreement referred to herein as an “Alternate Form of Agreement”), the parties agree that the Sub-Distributor may utilize such Alternative Form of Agreement; provided, however, if the Sub-Distributor determines that the Alternate Form of Agreement contains provisions that place additional obligations or liabilities on the Fund, the Adviser or the Distributor that are not contemplated in the Standard Dealer Agreement, the Sub-Distributor will submit the Alternate Form of Agreement to the Fund, the Adviser or the Distributor, as the case may be, for review and approval. (4) The terms of the Dealer Agreements that the Sub-Distributor enters into with financial intermediaries will require the financial intermediaries to conform to the applicable provisions of the Prospectus and Statement of Additional Information and relevant rules and regulations relating to the sale of investment company shares, including with respect to the public offering price of the Shares. (5) Notwithstanding anything in this Agreement to the contrary, the Sub-Distributor will act only on its own behalf as principal in entering into Dealer Agreements with financial intermediaries. No financial intermediary which enters into a Dealer Agreement with the Sub-Distributor shall be authorized to act as agent for the Fund in connection with the offering or sale of Shares to the public or otherwise. (6) The Sub-Distributor shall not use any advertising, sales literature or other promotional material (including “prospectus wrappers,” “broker kits,” “road show slides” and “road show scripts”) prepared by the Sub-Distributor or information provided by the Sub-Distributor in connection with the preparation of sales material, in connection with the offering of the Shares, unless, in each case, such material is approved by the Fund and the Distributor for such use (collectively, “Sub-Distributor Sales Material”). (7) The Sub-Distributor shall, with the assistance of the Fund’s transfer agent, monitor and keep proper records of all accruals and disbursements of Distribution Fees and Account Servicing Fees paid to the Sub-Distributor pursuant to this Agreement and payments by the Sub-Distributor to financial intermediaries as contemplated by this Agreement.