Common use of DUTIES OF DEALER Clause in Contracts

DUTIES OF DEALER. a. Dealer agrees to deliver to each of its Clients making purchases, prior to the time of sale, a copy of the Fund’s then current Prospectus, a subscription application (the “Subscription Application”), and a fee disclosure statement. b. Dealer agrees to record on the order the date on which the order for the purchase or sale of Shares was received by Dealer, and to forward promptly such orders to Distributor in time for processing at the public offering price next determined after receipt of such orders by Dealer, in each case as described in the Prospectus. c. Dealer agrees not to withhold intentionally the placing of orders by its clients for Shares with Distributor so as to profit itself as a result of such inaction. d. Dealer agrees to maintain records of all purchases and sales of Shares made through Dealer for at least the period required under applicable law and upon request from a regulatory authority or as required under applicable law to furnish such regulatory authority with copies of such records. e. Dealer agrees that it will not make any conditional orders for the purchase or repurchase of Shares and acknowledges that Distributor will not accept conditional orders for Shares. f. Except as otherwise agreed by Dealer and Distributor, the parties agree that all out-of-pocket expenses incurred by such party in connection with its activities under this Agreement will be borne by such party. g. Dealer agrees that it will assist with the following Dealer Shareholder (as defined in Section 4(b)) services on an ongoing basis: (i) providing administrative, operational and infrastructural support for the selling of Shares and settlement of Fund transactions with Dealer Shareholders, as necessary; (ii) handling inquiries regarding the Fund from Dealer Shareholders who own Shares, including but not limited to, questions concerning such Dealer Shareholders’ investments in the Fund, repurchase offers, reports and tax information provided by the Fund; (iii) assisting in the enhancement of relations and communications between Dealer Shareholders and the Fund; (iv) assisting in the establishment and maintenance of Dealer Shareholders’ accounts with the Fund, including notifying Distributor of any changes in the account information of a Dealer Shareholder; (v) assisting in receiving and forwarding purchase and repurchase requests and payments to and from Dealer Shareholders; and (vi) providing such other similar services as Distributor may reasonably request to the extent Dealer is permitted to do so under applicable statutes, rules and regulations. h. If Distributor believes that a Dealer Shareholder’s contact information has changed, Distributor may request such information from Dealer but has no obligation to do so. Dealer agrees that if Dealer or a Dealer Shareholder does not provide to Distributor any changes in Dealer Shareholder account information, or if it or a Dealer Shareholder fails to provide any backup documentation that Distributor reasonably requests to verify changes to a Dealer Shareholder’s account information, then Distributor will continue to rely upon the account information without giving effect to any changes and Distributor will have no liability whatsoever for continuing to rely upon such information.

DUTIES OF DEALER. a. (a) Dealer agrees to deliver to each of its Clients making purchases, prior to the time of sale, a copy of the Fund’s then current Prospectus, a subscription application (the “Subscription Application”), and a fee disclosure statementstatement substantially in the form attached hereto as Exhibit B (the “Fee Disclosure Statement”) and may deliver certain other investor materials approved for use by the Distributor, including without limitation, the information contained in certain related marketing material, all as amended from time to time (together with the Prospectus, the Subscription Application and the Fee Disclosure Statement collectively, the “Offering Materials”). b. (b) Dealer agrees to record on the order the date on which the order for the purchase or sale of Shares was received by Dealer, and to forward promptly such orders to Distributor in time for processing at the public offering price next determined after receipt of such orders by Dealer, in each case as described in the Prospectus. c. (c) Dealer agrees not to withhold intentionally the placing of orders by its clients for Shares with Distributor so as to profit itself as a result of such inactionShares. d. (d) Dealer agrees to maintain records of all purchases and sales of Shares made through Dealer for at least the period required under applicable law and upon request from a regulatory authority or as required under applicable law to furnish such regulatory authority with copies of such records. e. Dealer agrees that it will not make any conditional orders for the purchase or repurchase of Shares and acknowledges that Distributor will not accept conditional orders for Shares. f. (e) Except as otherwise agreed by Dealer and Distributor, the parties agree that all out-of-pocket expenses incurred by such party in connection with its activities under this Agreement will be borne by such party. g. (f) Dealer agrees that it will assist with the following Dealer Shareholder (as defined in Section 4(b)) services on an ongoing basis: (i) providing administrative, operational and infrastructural support for the selling of Shares and settlement of Fund transactions with Dealer Shareholders, as necessary; (ii) handling inquiries regarding the Fund from Dealer Shareholders who own Shares, including but not limited to, questions concerning such Dealer Shareholders’ investments in the Fund, repurchase offers, reports and tax information provided by the Fund; (iiiii) assisting in the enhancement of relations and communications between Dealer Shareholders and the Fund; (iviii) assisting in the establishment and maintenance of Dealer Shareholders’ accounts with the Fund, including notifying upon reasonable request, informing Distributor of any changes in the account information of a Dealer Shareholder; (viv) assisting in receiving and forwarding purchase and repurchase requests and the facilitation of payments to and from Dealer Shareholders; and (viv) providing such other similar services as Distributor may reasonably request to the extent Dealer is permitted to do so under applicable statutes, rules and regulations. h. (g) If Distributor believes that a Dealer Shareholder’s contact information has changed, Distributor may request such information from Dealer but has no obligation to do so. Dealer agrees that if Dealer or a Dealer Shareholder does not provide to Distributor any changes in Dealer Shareholder account information, or if it or a Dealer Shareholder fails to provide any backup documentation that Distributor reasonably requests to verify changes to a Dealer Shareholder’s account information, then Distributor will continue to rely upon the account information without giving effect to any changes and Distributor will have no liability whatsoever for continuing to rely upon such information. (h) Distributor acknowledges that Dealer will not at any time be responsible for performing recordkeeping or accounting services with respect to the Fund or any Dealer Shareholder’s accounts with the Fund. The Distributor shall, or shall cause its delegate to, promptly inform the Dealer of the Fund’s monthly net asset value and net asset value per Share or in certain instances estimates thereof, as soon as reasonably practicable following the finalization of the Fund’s net asset value applicable to a subscription or repurchase of Shares. Dealer is authorized to communicate such information to Clients and to use such information for the purpose of preparing periodic account statements for Dealer Shareholders. In the event that an estimated net asset value is provided to Dealer by the Distributor or its delegate in lieu of definitive values, Dealer and Distributor agree that appropriate disclosures shall be made by the party providing such information.

DUTIES OF DEALER. a. Dealer agrees to deliver to each of its Clients making purchases, prior to the time of sale, a copy of the Fund’s then current Prospectus, a subscription application (the “Subscription Application”), and a fee disclosure statement. b. Dealer agrees to record on the order the date on which the order for the purchase or sale of Shares was received by Dealer, and to forward promptly such orders to Distributor in time for processing at the public offering price next determined after receipt of such orders by Dealer, in each case as described in the Prospectus. c. Dealer agrees not to withhold intentionally the placing of orders by its clients for Shares with Distributor so as to profit itself as a result of such inaction. d. Dealer agrees to maintain records of all purchases and sales of Shares made through Dealer for at least the period required under applicable law and upon request from a regulatory authority or as required under applicable law to furnish such regulatory authority with copies of such records. e. Dealer agrees that it will not make any conditional orders for the purchase or repurchase of Shares and acknowledges that Distributor will not accept conditional orders for Shares. f. Except as otherwise agreed by Dealer and Distributor, the parties agree that all out-of-pocket expenses incurred by such party in connection with its activities under this Agreement will be borne by such party. g. Dealer agrees that it will assist with the following Dealer Shareholder (as defined in Section 4(b)) services on an ongoing basis: (i) providing administrative, operational and infrastructural support for the selling of Shares and settlement of Fund transactions with Dealer Shareholders, as necessary; (ii) handling inquiries regarding the Fund from Dealer Shareholders who own Shares, including but not limited to, questions concerning such Dealer Shareholders’ investments in the Fund, repurchase offers, reports and tax information provided by the Fund; (iii) assisting in the enhancement of relations and communications between Dealer Shareholders and the Fund; (iv) assisting in the establishment and maintenance of Dealer Shareholders’ accounts with the Fund, including notifying Distributor of any changes in the account information of a Dealer Shareholder; (v) assisting in receiving and forwarding purchase and repurchase requests and payments to and from Dealer Shareholders; and (vi) providing such other similar services as Distributor may reasonably request to the extent Dealer is permitted to do so under applicable statutes, rules and regulations. h. If Distributor believes that a Dealer Shareholder’s contact information has changed, Distributor may request such information from Dealer but has no obligation to do so. Dealer agrees that if Dealer or a Dealer Shareholder does not provide to Distributor any changes in Dealer Shareholder account information, or if it or a Dealer Shareholder fails to provide any backup documentation that Distributor reasonably requests to verify changes to a Dealer Shareholder’s account information, then Distributor will continue to rely upon the account information without giving effect to any changes and Distributor will have no liability whatsoever for continuing to rely upon such information.

DUTIES OF DEALER. a. (a) Dealer agrees to deliver to each of its Clients making purchases, prior to the time of sale, a copy of the Fund’s then current Prospectus, a subscription application (the “Subscription Application”), Prospectus and a fee disclosure statement. b. (b) Dealer agrees to record on the order the date and time on which the order for the purchase or sale of Shares was received by Dealer, and to forward promptly such orders to Distributor in time for processing at the public offering price next determined after receipt of such orders by Dealer, in each case as described in the Prospectus. c. (c) Dealer agrees not to withhold intentionally the placing of orders by its clients for Shares with Distributor so as to profit itself as a result of such inaction. d. (d) Dealer agrees to maintain records of all purchases and sales of Shares made through Dealer for at least the period required under applicable law and to furnish Distributor with copies of such records upon its request and, upon request from a regulatory authority or as required under applicable law law, to furnish such regulatory authority with copies of such records. e. (e) Dealer agrees that it will not make any conditional orders for the purchase or repurchase of Shares and acknowledges that Distributor will not accept conditional orders for Shares. f. (f) Except as otherwise agreed by Dealer and Distributor, the parties agree that all out-of-pocket expenses incurred by such party in connection with its activities under this Agreement will be borne by such party. g. (g) Dealer agrees that it will assist with the following Dealer Shareholder (as defined in Section 4(b)) services on an ongoing basis: (i) providing administrative, operational and infrastructural support for the selling of Shares and settlement of Fund transactions with Dealer Shareholders, as necessary; (ii) handling inquiries regarding the Fund from Dealer Shareholders who own Shares, including but not limited to, questions concerning such Dealer Shareholders’ investments in the Fund, repurchase offers, reports and tax information provided by the Fund; (iii) assisting in the enhancement of relations and communications between Dealer Shareholders and the Fund; (iv) assisting in the establishment and maintenance of Dealer Shareholders’ accounts with the Fund, including notifying Distributor of any changes in the account information of a Dealer Shareholder; (v) assisting in the Fund or its agent (including the Fund’s transfer agent) with the process of receiving and forwarding purchase and repurchase requests and payments to and from Dealer Shareholders; and; (vi) providing such other similar services as Distributor may reasonably request to the extent Dealer is permitted to do so under applicable statutes, rules and regulations; and (vii) assisting, as requested, in the repurchase of Shares owned by Dealer Shareholders. h. (h) If Distributor believes that a Dealer Shareholder’s contact information has changed, Distributor may request such information from Dealer but has no obligation to do so. Dealer agrees that if Dealer or a Dealer Shareholder does not provide to Distributor any changes in Dealer Shareholder account information, or if it or a Dealer Shareholder fails to provide any backup documentation that Distributor reasonably requests to verify changes to a Dealer Shareholder’s account information, then Distributor will continue to rely upon the account information without giving effect to any changes and Distributor will have no liability whatsoever for continuing to rely upon such information.

DUTIES OF DEALER. a. (a) Dealer agrees to deliver to each of its Clients making purchases, prior to the time of salein accordance with applicable law, a copy of the Fund’s then current Prospectus, a subscription application (the “Subscription Application”), Prospectus and a fee disclosure statement. b. (b) Dealer agrees to record on the order the date and time on which the order for the purchase or sale of Shares was received by Dealer, and to forward promptly such orders to Distributor in time for processing at the public offering price next determined after receipt of such orders by Dealer, in each case as described in the Prospectus. c. (c) Dealer agrees not to withhold intentionally the placing of orders by its clients for Shares with Distributor so as to profit itself as a result of such inaction. d. (d) Dealer agrees to maintain records of all purchases and sales of Shares made through Dealer for at least the period required under applicable law and to furnish Distributor with copies of such records upon its request and, upon request from a regulatory authority or as required under applicable law law, to furnish such regulatory authority with copies of such records. e. (e) Dealer agrees that it will not make any conditional orders for the purchase or repurchase of Shares and acknowledges that Distributor will not accept conditional orders for Shares. f. (f) Except as otherwise agreed by Dealer and Distributor, the parties agree that all out-of-pocket expenses incurred by such party in connection with its activities under this Agreement will be borne by such party. g. (g) Dealer agrees that it will assist with the following Dealer Shareholder (as defined in Section 4(b)) services on an ongoing basis: (i) providing administrative, operational and infrastructural support for the selling of Shares and settlement of Fund transactions with Dealer Shareholders, as necessary; (ii) handling inquiries regarding the Fund from Dealer Shareholders who own Shares, including but not limited to, questions concerning such Dealer Shareholders’ investments in the Fund, repurchase offers, reports and tax information provided by the Fund; (iii) assisting in the enhancement of relations and communications between Dealer Shareholders and the Fund; (iv) assisting in the establishment and maintenance of Dealer Shareholders’ accounts with the Fund, including notifying Distributor of any changes in the account information of a Dealer Shareholder; (v) assisting in the Fund or its agent (including the Fund’s transfer agent) with the process of receiving and forwarding purchase and repurchase requests and payments to and from Dealer Shareholders; and; (vi) providing such other similar services as Distributor may reasonably request to the extent Dealer is permitted to do so under applicable statutes, rules and regulations; and (vii) assisting, as requested, in the repurchase of Shares owned by Dealer Shareholders. h. (h) If Distributor believes that a Dealer Shareholder’s contact information has changed, Distributor may request such information from Dealer but has no obligation to do so. Dealer agrees that if Dealer or a Dealer Shareholder does not provide to Distributor any changes in Dealer Shareholder account information, or if it or a Dealer Shareholder fails to provide any backup documentation that Distributor reasonably requests to verify changes to a Dealer Shareholder’s account information, then Distributor will continue to rely upon the account information without giving effect to any changes and Distributor will have no liability whatsoever for continuing to rely upon such information.

DUTIES OF DEALER. a. (a) Dealer agrees to deliver to each of its Clients making purchases, prior to the time of sale, a copy of the Fund’s then current Prospectus, a subscription application (the “Subscription Application”), Prospectus and a fee disclosure statement. b. (b) Dealer agrees to record on the order the date and time on which the order for the purchase or sale of Shares was received by Dealer, and to forward promptly such orders to Distributor or its designee in time for processing at the public offering price next determined after receipt of such orders by Dealer, in each case as described in the Prospectus. c. (c) Dealer agrees not to withhold intentionally the placing of orders by its clients for Shares with Distributor so as to profit itself as a result of such inaction. d. (d) Dealer agrees to maintain records of all purchases and sales of Shares made through Dealer for at least the period required under applicable law and to furnish Distributor with copies of such records upon its request and, upon request from a regulatory authority or as required under applicable law law, to furnish such regulatory authority with copies of such records. e. (e) Dealer agrees that it will not make any conditional orders for the purchase or repurchase of Shares and acknowledges that Distributor will not accept conditional orders for Shares. f. (f) Except as otherwise agreed by Dealer and Distributor, the parties agree that all out-of-pocket expenses incurred by such party in connection with its activities under this Agreement will be borne by such party. g. Dealer (g) Separate from the distribution-related services provided hereunder, Xxxxxx agrees that it will also assist with providing the following non-distribution shareholder services to Dealer Shareholder Shareholders (as defined in Section 4(b)) services on an ongoing basis: (i) providing administrative, operational and infrastructural support for the selling of transactions in Shares and the settlement of Fund transactions with Dealer Shareholders, as necessary; (ii) handling inquiries regarding the Fund from Dealer Shareholders who own Shares, including but not limited to, questions concerning such Dealer Shareholders’ investments in the Fund, repurchase offers, reports and tax information provided by the Fund; (iii) assisting in the enhancement of relations and communications between Dealer Shareholders and the Fund; (iv) assisting in the establishment and maintenance of Dealer Shareholders’ accounts with the Fund, including notifying Distributor of any changes in the account information of a Dealer Shareholder; (v) assisting in the Fund or its agent (including the Fund’s transfer agent) with the process of receiving and forwarding purchase and repurchase requests and payments to and from Dealer Shareholders; and; (vi) providing such other similar non-distribution related services as Distributor may reasonably request to the extent Dealer is permitted to do so under applicable statutes, rules and regulations; and (vii) assisting, as requested, in the repurchase of Shares owned by Dealer Shareholders. h. (h) If Distributor believes that a Dealer Shareholder’s contact information has changed, Distributor may request such information from Dealer but has no obligation to do so. Dealer agrees that if Dealer or a Dealer Shareholder does not provide to Distributor any changes in Dealer Shareholder account information, or if it or a Dealer Shareholder fails to provide any backup documentation that Distributor reasonably requests to verify changes to a Dealer Shareholder’s account information, then Distributor will continue to rely upon the account information without giving effect to any changes changes, and Distributor will have no liability whatsoever for continuing to rely upon such information.

DUTIES OF DEALER. a. Dealer agrees to deliver to each of its Clients making purchases, prior to the time of sale, a copy of the Fund’s then current Prospectus, a subscription application (the “Subscription Application”), and a fee disclosure statement. b. Dealer agrees to record on the order the date on which the order for the purchase or sale of Shares was received by Dealer, and to forward promptly such orders to Distributor in time for processing at the public offering price next determined after receipt of such orders by Dealer, in each case as described in the Prospectus. c. Dealer agrees not to withhold intentionally the placing of orders by its clients for Shares with Distributor so as to profit itself as a result of such inaction. d. Dealer agrees to maintain records of all purchases and sales of Shares made through Dealer for at least the period required under applicable law and upon request from a regulatory authority or as required under applicable law to furnish such regulatory authority with copies of such records. e. Dealer agrees that it will not make any conditional orders for the purchase or repurchase of Shares and acknowledges that Distributor will not accept conditional orders for Shares. f. Except as otherwise agreed by Dealer and Distributor, the parties agree that all out-of-pocket expenses incurred by such party in connection with its activities under this Agreement will be borne by such party. g. Dealer agrees that it will assist with the following Dealer Shareholder (as defined in Section 4(b)) services on an ongoing basis: (i) providing administrative, operational and infrastructural support for the selling of Shares and settlement of Fund transactions with Dealer Shareholders, as necessary; (ii) handling inquiries regarding the Fund from Dealer Shareholders who own Shares, including but not limited to, questions concerning such Dealer Shareholders’ investments in the Fund, repurchase offers, and reports and tax information provided by the Fund; (iii) assisting in the enhancement of relations and communications between Dealer Shareholders and the Fund; (iv) assisting in the establishment and maintenance of Dealer Shareholders’ accounts with the Fund, including notifying Distributor of any changes in the account information of a Dealer Shareholder; (v) assisting, as requested, in the redemption of Shares owned by the Dealer Shareholders; (vi) assisting in receiving and forwarding purchase and repurchase requests and payments to and from Dealer Shareholders; and (vivii) providing such other similar services as Distributor may reasonably request to the extent Dealer is permitted to do so under applicable statutes, rules and regulations. h. If Distributor believes that a Dealer Shareholder’s contact information has changed, Distributor may request such information from Dealer but has no obligation to do so. Dealer agrees that if Dealer or a Dealer Shareholder does not provide to Distributor any changes in Dealer Shareholder account information, or if it or a Dealer Shareholder fails to provide any backup documentation that Distributor reasonably requests to verify changes to a Dealer Shareholder’s account information, then Distributor will continue to rely upon the account information without giving effect to any changes and Distributor will have no liability whatsoever for continuing to rely upon such informationchanges.

DUTIES OF DEALER. a. Dealer agrees to that it shall deliver to each of its Clients clients making purchasespurchases a copy of the Fund's then current Prospectus and any other materials provided or approved by Distributor (collectively, the "Offering Materials") prior to the time of sale, a copy . Distributor agrees to promptly notify Dealer of the Fund’s then current Prospectus, receipt of any repurchase request received from a subscription application (the “Subscription Application”), and a fee disclosure statementDealer Member. b. Dealer agrees to record on the order the date on which the order all orders for the purchase or sale of Shares was Units is received by Dealer, and to forward promptly such orders to Distributor in time for processing at the public offering price next determined after receipt of such orders by Dealer, in each case as described in the Prospectus. c. Dealer agrees not to withhold intentionally the placing of orders by its clients for Shares Units with Distributor so as to profit itself as a result of such inaction. d. Dealer agrees to maintain records of all purchases and sales of Shares Units made through Dealer for at least the period required under applicable law and upon request from a regulatory authority or as required under applicable law to furnish such regulatory authority with copies of such records. e. Dealer agrees that it will not make any conditional orders for the purchase or repurchase of Shares Units and acknowledges that Distributor will not accept conditional orders for SharesUnits. f. Dealer agrees that it will assist with the following Dealer Member services on an ongoing basis: (i) handling inquiries regarding the Fund from Dealer Members who own Units through an account maintained with Dealer, including but not limited to, questions concerning such Dealer Members' investments in the Fund, repurchase offers, reports and tax information provided by the Fund; (ii) assisting in the enhancement of relations and communications between Dealer Members and the Fund; (iii) assisting in the establishment and maintenance of Dealer Members' accounts with the Fund; (iv) receiving and processing payments from clients for the purchase of Units and proceeds received from the Fund from the redemptions of Units. (v) assisting in receiving and forwarding purchase and repurchase requests from Dealer Members; (vi) assisting in the maintenance of Fund records containing Dealer Member information, including notifying Distributor of any changes to Dealer Member account information as reflected in Dealer’s account systems and providing to the Distributor, or assisting the Distributor in obtaining from Dealer Members, any backup documents that the Distributor may reasonably request to substantiate any such changes; (vii) providing such other similar services as Distributor may reasonably request to the extent Dealer is permitted to do so under applicable statutes, rules and regulations. g. Dealer acknowledges and agrees that if Dealer or the Dealer Member does not provide to Distributor any changes to Dealer Member account information, or if it or a Dealer Member fails to furnish any backup documentation that Distributor may reasonably request to substantiate changes to a Dealer Member's account information, then the Distributor will continue to rely upon the information set forth in the Dealer Member's application form completed in connection with such Dealer Member's initial or most recent subscription for Units (including as such may have been previously properly updated, revised or corrected), and Distributor will have no liability whatsoever for continuing to rely upon such information. h. Distributor acknowledges that Dealer will not at any time be responsible for performing recordkeeping or accounting services with respect to the Fund or any Dealer Member’s accounts with the Fund. The Distributor shall, or shall cause its delegate to, promptly inform the Dealer of the Fund’s monthly net asset value and net asset value per Unit or in certain instances estimates thereof, as soon as reasonably practicable following the finalization of the Fund’s net asset value applicable to a subscription or redemption of Units. Dealer is authorized to communicate such information to clients of Dealer and to use such information for the purpose of preparing periodic account statements for Dealer Members. In the event that an estimated net asset value is provided to Dealer by the Distributor or its delegate in lieu of definitive values, Dealer and Distributor agree that appropriate disclosures shall be made by the party providing such information. i. Dealer will provide advice and/or make recommendations to Dealer's (or Dealer's affiliates') clients (including Dealer Members (as defined herein)) regarding the Fund but will only do so with respect to any such clients that Dealer reasonably believes are Eligible Investors. j. Dealer agrees to promptly credit the accounts of appropriate Dealer Members with any Fund distributions or repurchase proceeds received from Distributor or the Fund for the account of Dealer Members. k. Except as otherwise agreed by Dealer and Distributorthe parties, the parties agree that all out-of-pocket expenses incurred by such party in connection with its activities under this Agreement will be borne by such party. g. Dealer agrees that it will assist with the following Dealer Shareholder (as defined in Section 4(b)) services on an ongoing basis: (i) providing administrative, operational and infrastructural support for the selling of Shares and settlement of Fund transactions with Dealer Shareholders, as necessary; (ii) handling inquiries regarding the Fund from Dealer Shareholders who own Shares, including but not limited to, questions concerning such Dealer Shareholders’ investments in the Fund, repurchase offers, reports and tax information provided by the Fund; (iii) assisting in the enhancement of relations and communications between Dealer Shareholders and the Fund; (iv) assisting in the establishment and maintenance of Dealer Shareholders’ accounts with the Fund, including notifying Distributor of any changes in the account information of a Dealer Shareholder; (v) assisting in receiving and forwarding purchase and repurchase requests and payments to and from Dealer Shareholders; and (vi) providing such other similar services as Distributor may reasonably request to the extent Dealer is permitted to do so under applicable statutes, rules and regulations. h. If Distributor believes that a Dealer Shareholder’s contact information has changed, Distributor may request such information from Dealer but has no obligation to do so. Dealer agrees that if Dealer or a Dealer Shareholder does not provide to Distributor any changes in Dealer Shareholder account information, or if it or a Dealer Shareholder fails to provide any backup documentation that Distributor reasonably requests to verify changes to a Dealer Shareholder’s account information, then Distributor will continue to rely upon the account information without giving effect to any changes and Distributor will have no liability whatsoever for continuing to rely upon such information.

DUTIES OF DEALER. a. Dealer agrees to deliver to each of its Clients making purchases, prior to the time of sale, a copy of the Fund’s then current Prospectus, a subscription application (the “Subscription Application”), and a fee disclosure statementstatement substantially in the form attached hereto as Exhibit B (the “Fee Disclosure Statement”) and may deliver certain other investor materials approved for use by the Distributor, including without limitation, the information contained in certain related marketing material, all as amended from time to time (together with the Prospectus, the Subscription Application and the Fee Disclosure Statement collectively, the “Offering Materials”). b. Dealer agrees to record on the order the date on which the order for the purchase or sale of Shares was received by Dealer, and to forward promptly such orders to Distributor in time for processing at the public offering price next determined after receipt of such orders by Dealer, in each case as described in the Prospectus. c. Dealer agrees not to withhold intentionally the placing of orders by its clients for Shares with Distributor so as to profit itself as a result of such inaction. d. Dealer agrees to maintain records of all purchases and sales of Shares made through Dealer for at least the period required under applicable law and upon request from a regulatory authority or as required under applicable law to furnish such regulatory authority with copies of such records. e. Dealer agrees that it will not make any conditional orders for the purchase or repurchase of Shares and acknowledges that Distributor will not accept conditional orders for Shares. f. Except as otherwise agreed by Dealer and Distributor, the parties agree that all out-of-pocket expenses incurred by such party in connection with its activities under this Agreement will be borne by such party. g. f. Dealer agrees that it will assist with the following Dealer Shareholder (as defined in Section 4(b)) services on an ongoing basis: (i) providing administrative, operational and infrastructural support for the selling of Shares and settlement of Fund transactions with Dealer Shareholders, as necessary; (ii) handling inquiries regarding the Fund from Dealer Shareholders who own Shares, including but not limited to, questions concerning such Dealer Shareholders’ investments in the Fund, repurchase offers, reports and tax information provided by the Fund;; 1 Note: to be included for Blackstone Real Estate Income Fund II only. (iiiii) assisting in the enhancement of relations and communications between Dealer Shareholders and the Fund; (iviii) assisting in the establishment and maintenance of Dealer Shareholders’ accounts with the Fund, including notifying upon reasonable request, informing Distributor of any changes in the account information of a Dealer Shareholder; (viv) assisting in receiving and forwarding purchase and repurchase requests and the facilitation of payments to and from Dealer Shareholders; and (viv) providing such other similar services as Distributor may reasonably request to the extent Dealer is permitted to do so under applicable statutes, rules and regulations. h. g. If Distributor believes that a Dealer Shareholder’s contact information has changed, Distributor may request such information from Dealer but has no obligation to do so. Dealer agrees that if Dealer or a Dealer Shareholder does not provide to Distributor any changes in Dealer Shareholder account information, or if it or a Dealer Shareholder fails to provide any backup documentation that Distributor reasonably requests to verify changes to a Dealer Shareholder’s account information, then Distributor will continue to rely upon the account information without giving effect to any changes and Distributor will have no liability whatsoever for continuing to rely upon such information. h. Distributor acknowledges that Dealer will not at any time be responsible for performing recordkeeping or accounting services with respect to the Fund or any Dealer Shareholder’s accounts with the Fund. The Distributor shall, or shall cause its delegate to, promptly inform the Dealer of the Fund’s monthly net asset value and net asset value per Share or in certain instances estimates thereof, as soon as reasonably practicable following the finalization of the Fund’s net asset value applicable to a subscription or repurchase of Shares. Dealer is authorized to communicate such information to Clients and to use such information for the purpose of preparing periodic account statements for Dealer Shareholders. In the event that an estimated net asset value is provided to Dealer by the Distributor or its delegate in lieu of definitive values, Dealer and Distributor agree that appropriate disclosures shall be made by the party providing such information.

DUTIES OF DEALER. a. (a) Dealer agrees to deliver to each of its Clients making purchases, prior to the time of sale, a copy of the Fund’s then current Prospectus, a subscription application (the “Subscription Application”), and a fee disclosure statement. b. (b) Dealer agrees to record on the order the date and time on which the an order for the purchase or sale of Shares was received by Dealer, and to forward promptly such orders to Distributor in time for processing at the public offering price next determined after receipt of such orders by Dealer, in each case as described in the Prospectus. c. (c) Dealer agrees not to withhold intentionally the placing of orders by its clients for Shares with Distributor so as to profit itself as a result of such inaction. d. (d) Dealer agrees to maintain records of all purchases and sales of Shares made through Dealer for at least the period required under applicable law and to furnish Distributor with copies of such records upon its request and, upon request from a regulatory authority or as required under applicable law law, to furnish such regulatory authority with copies of such records. e. (e) Dealer agrees that it will not make any conditional orders for the purchase or repurchase of Shares and acknowledges that Distributor will not accept conditional orders for Shares. f. (f) Except as otherwise agreed by Dealer and Distributor, the parties agree that all out-of-pocket expenses incurred by such party in connection with its activities under this Agreement will be borne by such party. g. Dealer (g) Separate from the distribution-related services provided hereunder, Xxxxxx agrees that it will also assist with the following providing non-distribution shareholder services to Dealer Shareholder Shareholders (as defined in Section 4(b)) services on an ongoing basis: (i) providing administrative, operational and infrastructural support for the selling of Shares and settlement of Fund transactions with Dealer Shareholders, as necessary; (ii) handling inquiries regarding the Fund from Dealer Shareholders who own Shares, including but not limited to, questions concerning such Dealer Shareholders’ investments providing administrative and operational support for transactions in the FundShares, repurchase offers, reports and tax information provided by the Fund; (iii) assisting in the enhancement of relations and communications between handling inquiries from Dealer Shareholders and the Fund;providing account maintenance services (ivh) assisting in the establishment and maintenance of Dealer Shareholders’ accounts with the Fund, including notifying Distributor of any changes in the account information of a Dealer Shareholder; (v) assisting in receiving and forwarding purchase and repurchase requests and payments to and from Dealer Shareholders; and (vi) providing such other similar services as Distributor may reasonably request to the extent Dealer is permitted to do so under applicable statutes, rules and regulations. h. If Distributor believes that a Dealer Shareholder’s contact information has changed, Distributor may request such information from Dealer but has no obligation to do so. Dealer agrees that if Dealer or a Dealer Shareholder does not provide to Distributor any changes in Dealer Shareholder account information, or if it or a Dealer Shareholder fails to provide any backup documentation that Distributor reasonably requests to verify changes to a Dealer Shareholder’s account information, then Distributor will continue to rely upon the account information without giving effect to any changes changes, and Distributor will have no liability whatsoever for continuing to rely upon such information.

DUTIES OF DEALER. a. (a) Dealer agrees to deliver to each of its Clients making purchasespurchases of Shares, prior to the time of sale, a copy of the Fund’s then current Prospectus, a subscription application (the “Subscription Application”), Prospectus and a fee disclosure statement, including relating to any Dealer-Imposed Commissions. b. (b) Dealer agrees to record on the order the date and time on which the order for the purchase or sale of Shares was received by Dealer, and to forward promptly such orders to Distributor in time for processing at the public offering price next determined after receipt of such orders by Dealer, in each case as described in the Prospectus. c. (c) Dealer agrees not to withhold intentionally the placing of orders by its clients for Shares with Distributor so as to profit itself as a result of such inaction. d. (d) Dealer agrees to maintain records of all purchases and sales of Shares made through Dealer for at least the period required under applicable law and to furnish Distributor with copies of such records upon its request and, upon request from a regulatory authority or as required under applicable law law, to furnish such regulatory authority with copies of such records. e. (e) Dealer agrees that it will not make any conditional orders for the purchase or repurchase of Shares and acknowledges that Distributor will not accept conditional orders for Shares. f. (f) Except as otherwise agreed by Dealer and Distributor, the parties agree that all out-of-pocket expenses incurred by such party in connection with its activities under this Agreement will be borne by such party. g. Dealer agrees that it will assist with the following Dealer Shareholder (as defined in Section 4(b)h) services on an ongoing basis: (i) providing administrative, operational and infrastructural support for the selling of Shares and settlement of Fund transactions with Dealer Shareholders, as necessary; (ii) handling inquiries regarding the Fund from Dealer Shareholders who own Shares, including but not limited to, questions concerning such Dealer Shareholders’ investments in the Fund, repurchase offers, reports and tax information provided by the Fund; (iii) assisting in the enhancement of relations and communications between Dealer Shareholders and the Fund; (iv) assisting in the establishment and maintenance of Dealer Shareholders’ accounts with the Fund, including notifying Distributor of any changes in the account information of a Dealer Shareholder; (v) assisting in receiving and forwarding purchase and repurchase requests and payments to and from Dealer Shareholders; and (vi) providing such other similar services as Distributor may reasonably request to the extent Dealer is permitted to do so under applicable statutes, rules and regulations. h. If Distributor believes that a Dealer Shareholder’s contact information has changed, Distributor may request such information from Dealer but has no obligation to do so. Dealer agrees that if Dealer or a Dealer Shareholder does not provide to Distributor any changes in Dealer Shareholder account information, or if it or a Dealer Shareholder fails to provide any backup documentation that Distributor reasonably requests to verify changes to a Dealer Shareholder’s account information, then Distributor will continue to rely upon the account information without giving effect to any changes changes, and Distributor will have no liability whatsoever for continuing to rely upon such information.

DUTIES OF DEALER. a. Dealer agrees to deliver to each facilitate the purchase of Shares by its Clients making purchases, prior to the time of sale, a copy of the Fund’s then current Prospectus, a subscription application (the “Subscription Application”), and a fee disclosure statementclients only from Distributor. b. Dealer agrees to record on the order the date on which the order stamp all orders for the purchase or sale of Shares was received by Dealer, and to forward promptly such orders to Distributor in time for processing at the public offering price next determined after receipt of such orders by Dealer, in each case as described in the applicable Prospectus. c. Dealer agrees not to withhold intentionally the placing of orders by its clients for Shares with Distributor so as to profit itself as a result of such inaction. d. Dealer agrees to maintain records of all purchases and sales of Shares made through Dealer for at least the period required under applicable law and upon request from a regulatory authority or as required under applicable law to furnish such Distributor or regulatory authority authorities with copies of such recordsrecords upon reasonable request. In that regard, Dealer agrees that it will provide Distributor with all necessary information to comply properly with all applicable federal, state and local reporting and record keeping requirements related to such requests, including, without limitation, backup and nonresident alien withholding requirements for its customer accounts. e. Dealer agrees that payment for Shares ordered from Distributor shall be in Fed Funds, New York clearinghouse or other immediately available funds and that such funds shall be received by Fund by the fourth business day prior to the purchase date. If such payment is not received by Fund by such date, Dealer shall, at the option of Distributor, forfeit its right to any compensation with respect to such order, and Distributor reserves the right, without notice, to cancel the sale or, at its option (in the case of Fund), to sell the Shares ordered back to the Fund, in which case Distributor may hold Dealer responsible for any loss, including loss of profit, suffered by Distributor resulting from Dealer’s failure to make payment. f. Dealer agrees that it shall assume responsibility for any loss to the Fund caused by a correction to any order placed by a client of Dealer that is made subsequent to the trade date for the order to the extent such order correction was not based on any negligence on Distributor’s part. Dealer further agrees that it will immediately pay such loss to the Fund upon notification. g. Dealer agrees that it will not make any conditional orders for the purchase or repurchase of Shares and acknowledges that Distributor will not accept conditional orders for Shares. f. Except as otherwise agreed by h. Dealer and Distributor, the parties agree agrees that all out-of-pocket expenses incurred by such party it in connection with its activities under this Agreement will be borne by such partyDealer. g. i. Dealer agrees that it will assist with maintain the following Dealer Shareholder (required net capital as defined in Section 4(b)) services on an ongoing basis: (i) providing administrative, operational and infrastructural support for the selling of Shares and settlement of Fund transactions with Dealer Shareholders, as necessary; (ii) handling inquiries regarding the Fund from Dealer Shareholders who own Shares, including but not limited to, questions concerning such Dealer Shareholders’ investments in the Fund, repurchase offers, reports and tax information provided specified by the Fund; (iii) assisting in the enhancement of relations and communications between Dealer Shareholders and the Fund; (iv) assisting in the establishment and maintenance of Dealer Shareholders’ accounts with the Fund, including notifying Distributor of any changes in the account information of a Dealer Shareholder; (v) assisting in receiving and forwarding purchase and repurchase requests and payments to and from Dealer Shareholders; and (vi) providing such other similar services as Distributor may reasonably request to the extent Dealer is permitted to do so under applicable statutes, rules and regulationsregulations of the SEC, NASD and other regulatory authorities. h. If Distributor believes that a Dealer Shareholder’s contact information has changed, Distributor may request such information from Dealer but has no obligation to do so. Dealer agrees that if Dealer or a Dealer Shareholder does not provide to Distributor any changes in Dealer Shareholder account information, or if it or a Dealer Shareholder fails to provide any backup documentation that Distributor reasonably requests to verify changes to a Dealer Shareholder’s account information, then Distributor will continue to rely upon the account information without giving effect to any changes and Distributor will have no liability whatsoever for continuing to rely upon such information.

DUTIES OF DEALER. a. Dealer agrees to that it shall deliver to each of its Clients clients making purchasespurchases a copy of the applicable Fund's then current Prospectus and any other materials provided or approved by Distributor (collectively, the "Offering Materials") prior to the time of sale, a copy . Distributor agrees to promptly notify Dealer of the Fund’s then current Prospectus, receipt of any repurchase request received from a subscription application (the “Subscription Application”), and a fee disclosure statementDealer Member. b. Dealer agrees to record on the order the date on which the order all orders for the purchase or sale of Shares was Units is received by Dealer, and to forward promptly such orders to Distributor in time for processing at the public offering price next determined after receipt of such orders by Dealer, in each case as described in the Prospectus. c. Dealer agrees not to withhold intentionally the placing of orders by its clients for Shares Units with Distributor so as to profit itself as a result of such inaction. d. Dealer agrees to maintain records of all purchases and sales of Shares Units made through Dealer for at least the period required under applicable law and upon request from a regulatory authority or as required under applicable law to furnish such regulatory authority with copies of such records. e. Dealer agrees that it will not make any conditional orders for the purchase or repurchase of Shares Units and acknowledges that Distributor will not accept conditional orders for SharesUnits. f. Except Dealer agrees that it will assist with the following Dealer Member services on an ongoing basis:1 (i) handling inquiries regarding the Funds from Dealer Members who own Units through an account maintained with Dealer, including but not limited to, questions concerning such Dealer Members' investments in the Funds, repurchase offers, reports and tax information provided by the Funds; (ii) assisting in the enhancement of relations and communications between Dealer Members and the Funds; (iii) assisting in the establishment and maintenance of Dealer Members' accounts with the Funds; 1. May be tailored based on services Dealer is willing to provide. (iv) receiving and processing payments from clients for the purchase of Units and proceeds received from the Funds from the redemptions of Units. (v) assisting in receiving and forwarding purchase and repurchase requests from Dealer Members; (vi) assisting in the maintenance of Fund records containing Dealer Member information, including notifying Distributor of any changes to Dealer Member account information as otherwise agreed by reflected in Dealer's account systems and providing to the Distributor, or assisting the Distributor in obtaining from Dealer Members, any backup documents that the Distributor may reasonably request to substantiate any such changes; (vii) providing such other similar services as Distributor may reasonably request to the extent Dealer is permitted to do so under applicable statutes, rules and regulations. g. Dealer acknowledges and agrees that if Dealer or the Dealer Member does not provide to Distributor any changes to Dealer Member account information, or if it or a Dealer Member fails to furnish any backup documentation that Distributor may reasonably request to substantiate changes to a Dealer Member's account information, then the Distributor will continue to rely upon the information set forth in the Dealer Member's application form completed in connection with such Dealer Member's initial or most recent subscription for Units (including as such may have been previously properly updated, revised or corrected), and Distributor will have no liability whatsoever for continuing to rely upon such information. h. [Distributor acknowledges that Dealer will not at any time be responsible for performing recordkeeping or accounting services with respect to a Fund or any Dealer Member's accounts with a Fund. The Distributor shall, or shall cause its delegate to, promptly inform the Dealer of a Fund's monthly net asset value and net asset value per Unit or, in certain instances, estimates thereof, as soon as reasonably practicable following the finalization of a Fund's net asset value applicable to a subscription or redemption of Units. Dealer is authorized to communicate such information to clients of Dealer and Distributorto use such information for the purpose of preparing periodic account statements for Dealer Members. In the event that an estimated net asset value is provided to Dealer by the Distributor or its delegate in lieu of definitive values, Dealer and Distributor agree that appropriate disclosures shall be made by the party providing such information.]2 i. Dealer will provide advice and/or make recommendations to Dealer's (or Dealer's affiliates') clients (including Dealer Members (as defined herein)) regarding a Fund but will only do so with respect to any such clients that Dealer reasonably believes are Eligible Investors. j. Dealer agrees to promptly credit the accounts of appropriate Dealer Members with any Fund distributions or repurchase proceeds received from Distributor or a Fund for the account of Dealer Members. k. The parties agree that all out-of-pocket expenses incurred by such party in connection with its activities under this Agreement will be borne by such party. g. Dealer agrees that it will assist with the following Dealer Shareholder (as defined in Section 4(b)) services on an ongoing basis: (i) providing administrative, operational and infrastructural support for the selling of Shares and settlement of Fund transactions with Dealer Shareholders, as necessary; (ii) handling inquiries regarding the Fund from Dealer Shareholders who own Shares, including but not limited to, questions concerning such Dealer Shareholders’ investments in the Fund, repurchase offers, reports and tax information provided by the Fund; (iii) assisting in the enhancement of relations and communications between Dealer Shareholders and the Fund; (iv) assisting in the establishment and maintenance of Dealer Shareholders’ accounts with the Fund, including notifying Distributor of any changes in the account information of a Dealer Shareholder; (v) assisting in receiving and forwarding purchase and repurchase requests and payments to and from Dealer Shareholders; and (vi) providing such other similar services as Distributor may reasonably request to the extent Dealer is permitted to do so under applicable statutes, rules and regulations. h. If Distributor believes that a Dealer Shareholder’s contact information has changed, Distributor may request such information from Dealer but has no obligation to do so. Dealer agrees that if Dealer or a Dealer Shareholder does not provide to Distributor any changes in Dealer Shareholder account information, or if it or a Dealer Shareholder fails to provide any backup documentation that Distributor reasonably requests to verify changes to a Dealer Shareholder’s account information, then Distributor will continue to rely upon the account information without giving effect to any changes and Distributor will have no liability whatsoever for continuing to rely upon such information.

DUTIES OF DEALER. a. (a) Dealer agrees to deliver to each of its Clients making purchases, prior to the time of sale, a copy of the Fund’s then current Prospectus, a subscription application (the “Subscription Application”), Prospectus and a fee disclosure statement. b. Dealer (b) Xxxxxx agrees to record on the order the date and time on which the order for the purchase or sale of Shares was received by Dealer, and to forward promptly such orders to Distributor in time for processing at the public offering price next determined after receipt of such orders by Dealer, in each case as described in the Prospectus. c. (c) Dealer agrees not to withhold intentionally the placing of orders by its clients for Shares with Distributor so as to profit itself as a result of such inaction. d. (d) Dealer agrees to maintain records of all purchases and sales of Shares made through Dealer for at least the period required under applicable law and to furnish Distributor with copies of such records upon its request and, upon request from a regulatory authority or as required under applicable law law, to furnish such regulatory authority with copies of such records. e. (e) Dealer agrees that it will not make any conditional orders for the purchase or repurchase of Shares and acknowledges that Distributor will not accept conditional orders for Shares. f. (f) Except as otherwise agreed by Dealer and Distributor, the parties agree that all out-of-pocket expenses incurred by such party in connection with its activities under this Agreement will be borne by such party. g. Dealer (g) Separate from the distribution-related services provided hereunder, Xxxxxx agrees that it will also assist with providing the following non-distribution shareholder services to Dealer Shareholder Shareholders (as defined in Section 4(b)) services on an ongoing basis: (i) providing administrative, operational and infrastructural support for the selling of transactions in Shares and the settlement of Fund transactions with Dealer Shareholders, as necessary; (ii) handling inquiries regarding the Fund from Dealer Shareholders who own Shares, including but not limited to, questions concerning such Dealer Shareholders’ investments in the Fund, repurchase offers, reports and tax information provided by the Fund; (iii) assisting in the enhancement of relations and communications between Dealer Shareholders and the Fund; (iv) assisting in the establishment and maintenance of Dealer Shareholders’ accounts with the Fund, including notifying Distributor of any changes in the account information of a Dealer Shareholder; (v) assisting in the Fund or its agent (including the Fund’s transfer agent) with the process of receiving and forwarding purchase and repurchase requests and payments to and from Dealer Shareholders; and; (vi) providing such other similar non-distribution related services as Distributor may reasonably request to the extent Dealer is permitted to do so under applicable statutes, rules and regulations; and (vii) assisting, as requested, in the repurchase of Shares owned by Dealer Shareholders. h. (h) If Distributor believes that a Dealer Shareholder’s contact information has changed, Distributor may request such information from Dealer but has no obligation to do so. Dealer agrees that if Dealer or a Dealer Shareholder does not provide to Distributor any changes in Dealer Shareholder account information, or if it or a Dealer Shareholder fails to provide any backup documentation that Distributor reasonably requests to verify changes to a Dealer Shareholder’s account information, then Distributor will continue to rely upon the account information without giving effect to any changes changes, and Distributor will have no liability whatsoever for continuing to rely upon such information.

DUTIES OF DEALER. a. (a) Dealer agrees to deliver to each of its Clients making purchases, prior to the time of sale, a copy of the Fund’s then current Prospectus, a subscription application (the “Subscription Application”), Prospectus and a fee disclosure statement. b. (b) Dealer agrees to record on the order the date and time on which the order for the purchase or sale of Shares was received by Dealer, and to forward promptly such orders to Distributor in time for processing at the public offering price next determined after receipt of such orders by Dealer, in each case as described in the Prospectus. c. (c) Dealer agrees not to withhold intentionally the placing of orders by its clients for Shares with Distributor so as to profit itself as a result of such inaction. d. (d) Dealer agrees to maintain records of all purchases and sales of Shares made through Dealer for at least the period required under applicable law and to furnish Distributor with copies of such records upon its request and, upon request from a regulatory authority or as required under applicable law law, to furnish such regulatory authority with copies of such records. e. (e) Dealer agrees that it will not make any conditional orders for the purchase or repurchase of Shares and acknowledges that Distributor will not accept conditional orders for Shares. f. (f) Except as otherwise agreed by Dealer and Distributor, the parties agree that all out-of-pocket expenses incurred by such party in connection with its activities under this Agreement will be borne by such party. g. (g) Dealer agrees that it will assist with the following Dealer Shareholder (as defined in Section 4(b)) services on an ongoing basis: (i) providing administrative, operational and infrastructural support for the selling of Shares and settlement of Fund transactions with Dealer Shareholders, as necessary; (ii) handling inquiries regarding the Fund from Dealer Shareholders who own Shares, including but not limited to, questions concerning such Dealer Shareholders’ investments in the Fund, repurchase offers, reports and tax information provided by the Fund; (iii) assisting in the enhancement of relations and communications between Dealer Shareholders and the Fund; (iv) assisting in the establishment and maintenance of Dealer Shareholders’ accounts with the Fund, including notifying Distributor of any changes in the account information of a Dealer Shareholder; (v) assisting in the Fund or its agent (including the Fund’s transfer agent) with the process of receiving and forwarding purchase and repurchase requests and payments to and from Dealer Shareholders; and; (vi) providing such other similar services as Distributor may reasonably request to the extent Dealer is permitted to do so under applicable statutes, rules and regulations; and (vii) assisting, as requested, in the repurchase of Shares owned by Dealer Shareholders. h. (h) If Distributor believes that a Dealer Shareholder’s contact information has changed, Distributor may request such information from Dealer but has no obligation to do so. Dealer agrees that if Dealer or a Dealer Shareholder does not provide to Distributor any changes in Dealer Shareholder account information, or if it or a Dealer Shareholder fails to provide any backup documentation that Distributor reasonably requests to verify changes to a Dealer Shareholder’s account information, then Distributor will continue to rely upon the account information without giving effect to any changes changes, and Distributor will have no liability whatsoever for continuing to rely upon such information.

DUTIES OF DEALER. a. (a) Dealer agrees to deliver to each of its Clients making purchasespurchases of Shares, prior to the time of saleoffer, a copy of the FundCompany’s then current Prospectus, including a subscription application Subscription Agreement, and may deliver Authorized Sales Materials subject to the terms herein, all as amended from time to time (together with the Prospectus and the form of Subscription Agreement collectively, the “Subscription ApplicationOffering Materials”), and a fee disclosure statement. b. Dealer agrees to record on the order the date on which the order for the purchase or sale of Shares was received by Dealer, and to forward promptly such orders to Distributor in time for processing at the public offering price next determined after receipt of such orders by Dealer, in each case as described in the Prospectus. c. Dealer agrees not to withhold intentionally the placing of orders by its clients for Shares with Distributor so as to profit itself as a result of such inaction. d. (b) Dealer agrees to maintain records of all purchases and sales of Shares made through Dealer for at least the period required under applicable law and upon request from a regulatory authority or as required under applicable law to furnish such regulatory authority with copies of such records. e. Dealer agrees that it will not make any conditional orders for the purchase (c) Except as set forth in Exhibit A hereto or repurchase of Shares and acknowledges that Distributor will not accept conditional orders for Shares. f. Except as otherwise agreed by Dealer and Distributorthe Dealer Manager, the parties agree that all out-of-pocket expenses incurred by such party in connection with its activities under this Agreement will be borne by such party. g. (d) If the Dealer agrees Manager believes that it will assist with the following contact information of a Dealer Shareholder (as defined in Section 4(b)below) services on an ongoing basis: (i) providing administrative, operational and infrastructural support for the selling of Shares and settlement of Fund transactions with Dealer Shareholders, as necessary; (ii) handling inquiries regarding the Fund from Dealer Shareholders who own Shares, including but not limited to, questions concerning such Dealer Shareholders’ investments in the Fund, repurchase offers, reports and tax information provided by the Fund; (iii) assisting in the enhancement of relations and communications between Dealer Shareholders and the Fund; (iv) assisting in the establishment and maintenance of Dealer Shareholders’ accounts with the Fund, including notifying Distributor of any changes in the account information of a Dealer Shareholder; (v) assisting in receiving and forwarding purchase and repurchase requests and payments to and from Dealer Shareholders; and (vi) providing such other similar services as Distributor may reasonably request to the extent Dealer is permitted to do so under applicable statutes, rules and regulations. h. If Distributor believes that a Dealer Shareholder’s contact information has changed, Distributor the Dealer Manager may request such information from Dealer. For purposes of this Agreement, a “Dealer Shareholder” shall include any person or entity that invests in the Company through Dealer during the term of this Agreement. (e) The Dealer Manager or the Company shall promptly inform Dealer of the Company’s monthly NAV and NAV per Share, as soon as reasonably practicable following the finalization of the Company’s NAV applicable to a subscription or repurchase of Shares, which shall be communicated by electronic mail to representatives of Dealer designated in writing to Dealer Manager. The Dealer Manager shall inform, by electronic mail (or where the Client has not agreed to receipt of such information by electronic mail, then by physical delivery), each Client whose subscription agreement has been received in good order by the Company but has no obligation to do sonot yet accepted by the Company of the Company’s monthly NAV and NAV per Share. Dealer is authorized to communicate such information to Clients and to use such information for the purpose of preparing periodic account statements for Dealer Clients. In the event that an estimated net asset value is provided to Dealer by the Dealer Manager or its delegate in lieu of definitive values, Dealer and the Dealer Manager agree that appropriate disclosures shall be made by the party providing such information. The Dealer Manager agrees that if the per share valuation information provided to Dealer for the purpose of preparing periodic account statements for Dealer Shareholders will comply with applicable requirements of FINRA Rule 2310 and NASD Rule 2340. (f) Dealer will provide the Dealer Manager such information relating to the offer and sale of the Shares by it as the Dealer Manager may from time to time reasonably request to enable the Dealer Manager or a the Company, as the case may be, to prepare such reports of sale as may be required to be filed under applicable federal or state securities laws and the rules and regulations thereunder. (g) From time to time, the Dealer Shareholder does Manager, the Company or the Advisor may make requests that can reasonably be regarded as being related to but separate from the services contemplated by this Agreement (the “Services”) or that otherwise fall outside the ordinary course of business relationships such as the one contemplated under this Agreement (“Ad Hoc Requests”). Examples of Ad Hoc Requests include, but are not provide limited to, requests that would require Dealer to Distributor any changes implement information technology modifications, participate in Dealer Shareholder account informationor respond to audits, inspections or compliance reviews, or respond to or comply with document requests. To the extent that Dealer’s compliance with an Ad Hoc Request would cause Dealer to incur additional material expenses, the Company and Dealer will mutually agree as to the payment of such expenses between the parties. Dealer reserves the right to refuse to comply with an Ad Hoc Request if the parties are unable to reach an agreement on payment of reasonable expenses unless payment of such expenses would violate FINRA rules and provided that consent to an agreement has not been unreasonably withheld; it being understood that consent shall not be deemed to be unreasonably withheld if the payment for such Ad Hoc Requests, individually or a when aggregated with other amounts to be paid to Dealer Shareholder fails pursuant to provide any backup documentation that Distributor reasonably requests this Agreement, would violate FINRA rules. Payment for Ad Hoc Requests will be separate from and above the payments for the Services but shall be included as applicable, when calculating total compensation paid to verify changes to a Dealer Shareholder’s account information, then Distributor will continue to rely upon for purposes of the account information without giving effect to any changes and Distributor will have no liability whatsoever for continuing to rely upon such informationlimitations described in Section 11(f) hereof.

DUTIES OF DEALER. a. Dealer agrees to deliver to each of its Clients making purchases, prior to the time of sale, a copy of the Fund’s then current Prospectus, a subscription application (the “Subscription Application”), and a fee disclosure statementstatement substantially in the form attached hereto as Exhibit B (the “Fee Disclosure Statement”). b. Dealer agrees to record on the order the date on which the order for the purchase or sale of Shares was received by Dealer, and to forward promptly such orders to Distributor in time for processing at the public offering price next determined after receipt of such orders by Dealer, in each case as described in the Prospectus. c. Dealer agrees not to withhold intentionally the placing of orders by its clients for Shares with Distributor so as to profit itself as a result of such inaction. d. Dealer agrees to maintain records of all purchases and sales of Shares made through Dealer for at least the period required under applicable law and upon request from a regulatory authority or as required under applicable law to furnish such regulatory authority with copies of such records. e. Dealer agrees that it will not make any conditional orders for the purchase or repurchase of Shares and acknowledges that Distributor will not accept conditional orders for Shares. f. Except as otherwise agreed by Dealer and Distributor, the parties agree that all out-of-pocket expenses incurred by such party in connection with its activities under this Agreement will be borne by such party. g. Dealer agrees that it will assist with the following Dealer Shareholder (as defined in Section 4(b)) services on an ongoing basis: (i) providing administrative, operational and infrastructural support for the selling of Shares and settlement of Fund transactions with Dealer Shareholders, as necessary; (ii) handling inquiries regarding the Fund from Dealer Shareholders who own Shares, including but not limited to, questions concerning such Dealer Shareholders’ investments in the Fund, repurchase offers, reports and tax information provided by the Fund; (iii) assisting in the enhancement of relations and communications between Dealer Shareholders and the Fund; (iv) assisting in the establishment and maintenance of Dealer Shareholders’ accounts with the Fund, including notifying Distributor of any changes in the account information of a Dealer Shareholder; (v) assisting in receiving and forwarding purchase and repurchase requests and payments to and from Dealer Shareholders; and (vi) providing such other similar services as Distributor may reasonably request to the extent Dealer is permitted to do so under applicable statutes, rules and regulations. h. If Distributor believes that a Dealer Shareholder’s contact information has changed, Distributor may request such information from Dealer but has no obligation to do so. Dealer agrees that if Dealer or a Dealer Shareholder does not provide to Distributor any changes in Dealer Shareholder account information, or if it or a Dealer Shareholder fails to provide any backup documentation that Distributor reasonably requests to verify changes to a Dealer Shareholder’s account information, then Distributor will continue to rely upon the account information without giving effect to any changes and Distributor will have no liability whatsoever for continuing to rely upon such information.

DUTIES OF DEALER. a. Dealer agrees to deliver to each of its Clients making purchases, prior to the time of sale, a copy of the Fund’s then current Prospectus, a subscription application (the “Subscription Application”), and a fee disclosure statement. b. Dealer agrees to record on the order the date on which the order for the purchase or sale of Shares was received by Dealer, and to forward promptly such orders to Distributor in time for processing at the public offering price next determined after receipt of such orders by Dealer, in each case as described in the Prospectus. c. Dealer agrees not to withhold intentionally the placing of orders by its clients for Shares with Distributor so as to profit itself as a result of such inaction. d. Dealer agrees to maintain records of all purchases and sales of Shares made through Dealer for at least the period required under applicable law and upon request from a regulatory authority or as required under applicable law to furnish such regulatory authority with copies of such records. e. Dealer agrees that it will not make any conditional orders for the purchase or repurchase of Shares and acknowledges that Distributor will not accept conditional orders for Shares. f. Except as otherwise agreed by Dealer and Distributor, the parties agree that all out-of-pocket expenses incurred by such party in connection with its activities under this Agreement will be borne by such party. g. b. Dealer agrees that it will assist with the following Dealer Shareholder (as defined in Section 4(b)) services on an ongoing basis: (i) providing administrative, operational and infrastructural support for the selling of Shares and settlement of Fund transactions with Dealer Shareholders, as necessary; (ii) handling inquiries regarding the Fund from Dealer Shareholders who own Shares, including but not limited to, questions concerning such Dealer Shareholders’ investments in the Fund, repurchase offers, reports and tax information provided by the Fund; (iii) assisting in the enhancement of relations and communications between Dealer Shareholders and the Fund; (iv) assisting in the establishment and maintenance of Dealer Shareholders’ accounts with the Fund, including notifying Distributor of any changes in the account information of a Dealer Shareholder; (v) assisting in receiving and forwarding purchase and repurchase requests and payments to and from Dealer Shareholders; and; (vi) providing such other similar services as Distributor may reasonably request to the extent Dealer is permitted to do so under applicable statutes, rules and regulations; and (vii) assisting, as requested, in the redemption of Shares owned by Dealer Shareholders. h. c. If Distributor believes that a Dealer Shareholder’s contact information has changed, Distributor may request such information from Dealer but has no obligation to do so. Dealer agrees that if Dealer or a Dealer Shareholder does not provide to Distributor any changes in Dealer Shareholder account information, or if it or a Dealer Shareholder fails to provide any backup documentation that Distributor reasonably requests to verify changes to a Dealer Shareholder’s account information, then Distributor will continue to rely upon the account information without giving effect to any changes and Distributor will have no liability whatsoever for continuing to rely upon such information.

DUTIES OF DEALER. a. (a) Dealer agrees to deliver to each of its Clients making purchases, prior to the time of salesale of Shares to such Clients, a copy of the Fund’s then current Prospectus, a subscription application (the “Subscription Application”), Private Placement Memorandum and a fee disclosure statement. b. Dealer (b) Xxxxxx agrees to record on the order the date and time on which the order for the purchase or sale of Shares was received by Dealer, and to forward promptly such orders to Distributor the Placement Agent in time for processing at the public offering price next determined after receipt of such orders by Dealer, in each case as described in the ProspectusPrivate Placement Memorandum. c. (c) Dealer agrees not to withhold intentionally the placing of orders by its clients Clients for Shares with Distributor the Placement Agent so as to profit itself as a result of such inaction. d. (d) Dealer agrees to maintain records of all purchases and sales of Shares made through Dealer for at least the period required under applicable law and to furnish the Placement Agent with copies of such records upon its request and, upon request from a regulatory authority or as required under applicable law law, to furnish such regulatory authority with copies of such records. e. (e) Dealer agrees that it will not make any conditional orders for the purchase or repurchase of Shares and acknowledges that Distributor the Placement Agent will not accept conditional orders for Shares. f. (f) Except as otherwise agreed by Dealer and Distributorthe Placement Agent, the parties agree that all out-of-pocket expenses incurred by such party in connection with its activities under this Agreement will be borne by such party. g. Dealer agrees that it will assist with (g) If the following Dealer Shareholder (as defined in Section 4(b)) services on an ongoing basis: (i) providing administrative, operational and infrastructural support for the selling of Shares and settlement of Fund transactions with Dealer Shareholders, as necessary; (ii) handling inquiries regarding the Fund from Dealer Shareholders who own Shares, including but not limited to, questions concerning such Dealer Shareholders’ investments in the Fund, repurchase offers, reports and tax information provided by the Fund; (iii) assisting in the enhancement of relations and communications between Dealer Shareholders and the Fund; (iv) assisting in the establishment and maintenance of Dealer Shareholders’ accounts with the Fund, including notifying Distributor of any changes in the account information of a Dealer Shareholder; (v) assisting in receiving and forwarding purchase and repurchase requests and payments to and from Dealer Shareholders; and (vi) providing such other similar services as Distributor may reasonably request to the extent Dealer is permitted to do so under applicable statutes, rules and regulations. h. If Distributor Placement Agent believes that a Dealer Shareholder’s contact information has changed, Distributor the Placement Agent may request such information from Dealer but has no obligation to do so. Dealer agrees that if Dealer or a Dealer Shareholder does not provide to Distributor the Placement Agent any changes in Dealer Shareholder account information, or if it or a Dealer Shareholder fails to provide any backup documentation that Distributor the Placement Agent reasonably requests to verify changes to a Dealer Shareholder’s account information, then Distributor the Placement Agent will continue to rely upon the account information without giving effect to any changes changes, and Distributor the Placement Agent will not have no any liability whatsoever for continuing to rely upon such information.

DUTIES OF DEALER. a. Dealer agrees to that it shall deliver to each of its Clients clients making purchasespurchases a copy of the applicable Fund's then current Prospectus and any other materials provided or approved by Distributor (collectively, the "Offering Materials") prior to the time of sale, a copy . Distributor agrees to promptly notify Dealer of the Fund’s then current Prospectus, receipt of any repurchase request received from a subscription application (the “Subscription Application”), and a fee disclosure statementDealer Member. b. Dealer agrees to record on the order the date on which the order all orders for the purchase or sale of Shares was Units is received by Dealer, and to forward promptly such orders to Distributor in time for processing at the public offering price next determined after receipt of such orders by Dealer, in each case as described in the Prospectus. c. Dealer agrees not to withhold intentionally the placing of orders by its clients for Shares Units with Distributor so as to profit itself as a result of such inaction. d. Dealer agrees to maintain records of all purchases and sales of Shares Units made through Dealer for at least the period required under applicable law and upon request from a regulatory authority or as required under applicable law to furnish such regulatory authority with copies of such records. e. Dealer agrees that it will not make any conditional orders for the purchase or repurchase of Shares Units and acknowledges that Distributor will not accept conditional orders for SharesUnits. f. Except as otherwise agreed by Dealer and Distributor, the parties agree that all out-of-pocket expenses incurred by such party in connection with its activities under this Agreement will be borne by such party. g. Dealer agrees that it will assist with the following Dealer Shareholder (as defined in Section 4(b)) Member services on an ongoing basis:basis:1 (i) providing administrative, operational and infrastructural support for the selling of Shares and settlement of Fund transactions with Dealer Shareholders, as necessary; (ii) handling inquiries regarding the Fund Funds from Dealer Shareholders Members who own SharesUnits through an account maintained with Dealer, including but not limited to, questions concerning such Dealer Shareholders’ Members' investments in the FundFunds, repurchase offers, reports and tax information provided by the FundFunds; (iiiii) assisting in the enhancement of relations and communications between Dealer Shareholders Members and the FundFunds; (iviii) assisting in the establishment and maintenance of Dealer Shareholders’ Members' accounts with the Fund, including notifying Distributor Funds; ________________________ (iv) receiving and processing payments from clients for the purchase of any changes in Units and proceeds received from the account information Funds from the redemptions of a Dealer Shareholder;Units. (v) assisting in receiving and forwarding purchase and repurchase requests and payments to and from Dealer Shareholders; andMembers; (vi) assisting in the maintenance of Fund records containing Dealer Member information, including notifying Distributor of any changes to Dealer Member account information as reflected in Dealer's account systems and providing to the Distributor, or assisting the Distributor in obtaining from Dealer Members, any backup documents that the Distributor may reasonably request to substantiate any such changes; (vii) providing such other similar services as Distributor may reasonably request to the extent Dealer is permitted to do so under applicable statutes, rules and regulations. h. If Distributor believes that a g. Dealer Shareholder’s contact information has changed, Distributor may request such information from Dealer but has no obligation to do so. Dealer acknowledges and agrees that if Dealer or a the Dealer Shareholder Member does not provide to Distributor any changes in to Dealer Shareholder Member account information, or if it or a Dealer Shareholder Member fails to provide furnish any backup documentation that Distributor may reasonably requests request to verify substantiate changes to a Dealer Shareholder’s Member's account information, then the Distributor will continue to rely upon the account information without giving effect to any changes set forth in the Dealer Member's application form completed in connection with such Dealer Member's initial or most recent subscription for Units (including as such may have been previously properly updated, revised or corrected), and Distributor will have no liability whatsoever for continuing to rely upon such information. h. [Distributor acknowledges that Dealer will not at any time be responsible for performing recordkeeping or accounting services with respect to a Fund or any Dealer Member's accounts with a Fund. The Distributor shall, or shall cause its delegate to, promptly inform the Dealer of a Fund's monthly net asset value and net asset value per Unit or, in certain instances, estimates thereof, as soon as reasonably practicable following the finalization of a Fund's net asset value applicable to a subscription or redemption of Units. Dealer is authorized to communicate such information to clients of Dealer and to use such information for the purpose of preparing periodic account statements for Dealer Members. In the event that an estimated net asset value is provided to Dealer by the Distributor or its delegate in lieu of definitive values, Dealer and Distributor agree that appropriate disclosures shall be made by the party providing such information.]2 i. Dealer will provide advice and/or make recommendations to Dealer's (or Dealer's affiliates') clients (including Dealer Members (as defined herein)) regarding a Fund but will only do so with respect to any such clients that Dealer reasonably believes are Eligible Investors. j. Dealer agrees to promptly credit the accounts of appropriate Dealer Members with any Fund distributions or repurchase proceeds received from Distributor or a Fund for the account of Dealer Members. k. The parties agree that all out-of-pocket expenses incurred by such party in connection with its activities under this Agreement will be borne by such party. ________________________

DUTIES OF DEALER. a. Dealer agrees to deliver to each of its Clients making purchases, prior to the time of sale, a copy of the Fund’s then current Prospectus, a subscription application (the “Subscription Application”) and may deliver certain other investor materials approved for use by the Distributor, including without limitation, the information contained in certain related marketing material, all as amended from time to time (together with the Prospectus and the Subscription Application collectively, the “Offering Materials”), and a fee disclosure statement. b. Dealer agrees to record on the order the date on which the order for the purchase or sale of Shares was received by Dealer, and to forward promptly such orders to Distributor in time for processing at the public offering price next determined after receipt of such orders by Dealer, in each case as described in the Prospectus. c. Dealer agrees not to withhold intentionally the placing of orders by its clients for Shares with Distributor so as to profit itself as a result of such inaction. d. Dealer agrees to maintain records of all purchases and sales of Shares made through Dealer for at least the period required under applicable law and upon request from a regulatory authority or as required under applicable law to furnish such regulatory authority with copies of such records. e. Dealer agrees that it will not make any conditional orders for the purchase or repurchase of Shares and acknowledges that Distributor will not accept conditional orders for Shares. f. Except as otherwise agreed by Dealer and Distributor, the parties agree that all out-of-pocket expenses incurred by such party in connection with its activities under this Agreement will be borne by such party. g. f. Dealer agrees that it will assist with the following Dealer Shareholder (as defined in Section 4(b)) services on an ongoing basis: (i) providing administrative, operational and infrastructural support for the selling of Shares and settlement of Fund transactions with Dealer Shareholders, as necessary; (ii) handling inquiries regarding the Fund from Dealer Shareholders who own Shares, including but not limited to, questions concerning such Dealer Shareholders’ investments in the Fund, repurchase offers, reports and tax information provided by the Fund; (iiiii) assisting in the enhancement of relations and communications between Dealer Shareholders and the Fund; (iviii) assisting in the establishment and maintenance of Dealer Shareholders’ accounts with the Fund, including notifying upon reasonable request, informing Distributor of any changes in the account information of a Dealer Shareholder; (viv) assisting in receiving and forwarding purchase and repurchase requests and the facilitation of payments to and from Dealer Shareholders; and (viv) providing such other similar services as Distributor may reasonably request to the extent Dealer is permitted to do so under applicable statutes, rules and regulations. h. g. If Distributor believes that a Dealer Shareholder’s contact information has changed, Distributor may request such information from Dealer but has no obligation to do so. Dealer agrees that if Dealer or a Dealer Shareholder does not provide to Distributor any changes in Dealer Shareholder account information, or if it or a Dealer Shareholder fails to provide any backup documentation that Distributor reasonably requests to verify changes to a Dealer Shareholder’s account information, then Distributor will continue to rely upon the account information without giving effect to any changes and Distributor will have no liability whatsoever for continuing to rely upon such information. h. Distributor acknowledges that Dealer will not at any time be responsible for performing recordkeeping or accounting services with respect to the Fund or any Dealer Shareholder’s accounts with the Fund. The Distributor shall, or shall cause its delegate to, promptly inform the Dealer of the Fund’s monthly net asset value and net asset value per Share or in certain instances estimates thereof, as soon as reasonably practicable following the finalization of the Fund’s net asset value applicable to a subscription or repurchase of Shares. Dealer is authorized to communicate such information to Clients and to use such information for the purpose of preparing periodic account statements for Dealer Shareholders. In the event that an estimated net asset value is provided to Dealer by the Distributor or its delegate in lieu of definitive values, Dealer and Distributor agree that appropriate disclosures shall be made by the party providing such information.

DUTIES OF DEALER. a. Dealer agrees to deliver to each of its Clients making purchases, prior to the time of sale, a copy of the Fund’s then current Prospectus, a subscription application (the “Subscription Application”) and may deliver certain other investor materials approved for use by the Distributor, including without limitation, the information contained in certain related marketing material, all as amended from time to time (together with the Prospectus and the Subscription Application collectively, the “Offering Materials”), and a fee disclosure statement. b. Dealer agrees to maintain a record on the order of the date on which the order for the purchase or sale of Shares was received by Dealer, and to forward promptly such orders to Distributor in time for processing at the public offering price next determined after receipt of such orders by Dealer, in each case as described in the Prospectus. c. Dealer agrees not to withhold intentionally the placing of orders by its clients for Shares with Distributor so as to profit itself as a result of such inaction. d. Dealer agrees to maintain records of all purchases and sales of Shares made through Dealer for at least the period required under applicable law and upon request from a regulatory authority or as required under applicable law to furnish such regulatory authority with copies of such records. e. Dealer agrees that it will not make any conditional orders for the purchase or repurchase of Shares and acknowledges that Distributor will not accept conditional orders for Shares. f. Except as otherwise agreed by Dealer and Distributor, the parties agree that all out-of-pocket expenses incurred by such party in connection with its activities under this Agreement will be borne by such party. g. Dealer agrees that it will assist with the following Dealer Shareholder (as defined in Section 4(b)) services on an ongoing basis: (i) providing administrative, operational and infrastructural support for the selling of Shares and settlement of Fund transactions with Dealer Shareholders, as necessary; (ii) handling inquiries regarding the Fund from Dealer Shareholders who own Shares, including but not limited to, questions concerning such Dealer Shareholders’ investments in the Fund, repurchase offers, reports and tax information provided by the Fund; (iii) assisting in the enhancement of relations and communications between Dealer Shareholders and the Fund; (iv) assisting in the establishment and maintenance of Dealer Shareholders’ accounts with the Fund, including notifying Distributor of any changes in the account information of a Dealer Shareholder; (v) assisting in the Fund or its agent with the process of receiving and forwarding purchase and repurchase requests and payments to and from Dealer Shareholders; and (vi) providing such other similar services as Distributor may reasonably request to the extent Dealer is permitted to do so under applicable statutes, rules and regulations. h. If Distributor believes that a Dealer Shareholder’s contact information has changed, Distributor may request such information from Dealer but has no obligation to do so. Dealer agrees that if Dealer or a Dealer Shareholder does not provide to Distributor any changes in Dealer Shareholder account information, or if it or a Dealer Shareholder fails to provide any backup documentation that Distributor reasonably requests to verify changes to a Dealer Shareholder’s account information, then Distributor will continue to rely upon the account information without giving effect to any changes and Distributor will have no liability whatsoever for continuing to rely upon such information.

DUTIES OF DEALER. a. Dealer agrees to deliver to each of its Clients making purchases, prior to the time of sale, a copy of the Fund’s then current Prospectus, a subscription application (the “Subscription Application”), and a fee disclosure statement. b. Dealer agrees to record on the order the date on which the order for the purchase or sale of Shares was received by Dealer, and to forward promptly such orders to Distributor in time for processing at the public offering price next determined after receipt of such orders by Dealer, in each case as described in the Prospectus. c. Dealer agrees not to withhold intentionally the placing of orders by its clients for Shares with Distributor so as to profit itself as a result of such inaction. d. Dealer agrees to maintain records of all purchases and sales of Shares made through Dealer for at least the period required under applicable law and upon request from a regulatory authority or as required under applicable law to furnish such regulatory authority with copies of such records. e. Dealer agrees that it will not make any conditional orders for the purchase or repurchase of Shares and acknowledges that Distributor will not accept conditional orders for Shares. f. Except as otherwise agreed by Dealer and Distributor, the parties agree that all out-of-pocket expenses incurred by such party in connection with its activities under this Agreement will be borne by such party. g. b. Dealer agrees that it will assist with the following Dealer Shareholder (as defined in Section 4(b)) services on an ongoing basis: (i) providing administrative, operational and infrastructural support for the selling of Shares and settlement of Fund transactions with Dealer Shareholders, as necessary; (ii) handling inquiries regarding the Fund from Dealer Shareholders who own Shares, including but not limited to, questions concerning such Dealer Shareholders’ investments in the Fund, repurchase offers, reports and tax information provided by the Fund; (iii) assisting in the enhancement of relations and communications between Dealer Shareholders and the Fund; (iv) assisting in the establishment and maintenance of Dealer Shareholders’ accounts with the Fund, including notifying Distributor of any changes in the account information of a Dealer Shareholder; (v) assisting in receiving and forwarding purchase and repurchase requests and payments to and from Dealer Shareholders; and (vi) providing such other similar services as Distributor may reasonably request to the extent Dealer is permitted to do so under applicable statutes, rules and regulations. h. c. If Distributor believes that a Dealer Shareholder’s contact information has changed, Distributor may request such information from Dealer but has no obligation to do so. Dealer agrees that if Dealer or a Dealer Shareholder does not provide to Distributor any changes in Dealer Shareholder account information, or if it or a Dealer Shareholder fails to provide any backup documentation that Distributor reasonably requests to verify changes to a Dealer Shareholder’s account information, then Distributor will continue to rely upon the account information without giving effect to any changes and Distributor will have no liability whatsoever for continuing to rely upon such information.