Common use of Duties of the Distributor Clause in Contracts

Duties of the Distributor. (a) The Distributor shall devote reasonable time and effort to its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply with the requirements of all applicable laws relating to the sale of securities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor shall adopt and follow procedures, as approved by the officers of the Fund, for the confirmation of sales to selected dealers, the collection of amounts payable by selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales of Shares, as such requirements may from time to time exist. (d) The Distributor shall prepare or review, and file with federal and state agencies or other organizations as required by federal, state, or other applicable laws and regulations, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (e) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offerings of Shares, together with any corresponding resumption of the ATM offerings of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. (f) The Distributor shall report to the Board at least quarterly, or more frequently as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (g) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. (a) The Distributor shall devote reasonable time and effort to its duties hereunder. The services of the Distributor to the Fund Trust hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund Trust hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply with the requirements of all applicable laws relating to the sale of securities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund Trust to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the FundTrust. (c) The Distributor shall adopt and follow procedures, as approved by the officers of the FundTrust, for the confirmation of sales to selected dealers, the collection of amounts payable by selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales of Shares, as such requirements may from time to time exist. (d) The Distributor shall prepare or review, and file with federal and state agencies or other organizations as required by federal, state, or other applicable laws and regulations, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the FundTrust. (e) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the FundTrust; 2. assisting in the enhancement of communications between sub-placement agents and the FundTrust; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offerings of Shares, together with any corresponding resumption of the ATM offerings of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the FundTrust’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund Trust to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the FundTrust. (f) The Distributor shall report to the Board at least quarterly, or more frequently as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund Trust to the Distributor in respect of the ATM offerings of Shares. (g) The Distributor represents and warrants to the Fund Trust that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the FundTrust, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the FundTrust.

Duties of the Distributor. (a) The Distributor shall devote use its reasonable time and effort best efforts to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply in all material respects with the requirements of all applicable laws, including securities laws relating to the sale ATM offerings of securities in all material respectsShares. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor or any sub-placement agent shall adopt and follow procedures, as approved by the officers of the Fund, for the confirmation of sales to selected dealers, the collection of amounts payable by selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales of Shares, as such requirements may from time to time exist. (d) The Distributor shall prepare or review, review and file with federal and state agencies or other organizations FINRA as required by federal, state, or other applicable laws and regulationsapplicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (ed) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offerings offering of Shares, together with any corresponding resumption of the ATM offerings offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. (fe) The Distributor shall report to the Board at least quarterly, or more frequently frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (gf) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. (a) The Distributor shall devote reasonable time and effort use its best efforts to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply with the requirements of all applicable laws relating to the sale of securities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor shall adopt and follow procedures, as approved by the officers of the Fund, for the confirmation of sales to selected dealers, the collection of amounts payable by selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales of Shares, as such requirements may from time to time exist. (d) The Distributor shall prepare or review, review and file with federal and state agencies or other organizations FINRA as required by federal, state, or other applicable laws and regulationsapplicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (ed) The Distributor agrees to supply the following additional services, either on its own or in conjunction with the Fund’s other service providers, including but not limited to the Adviser or Subadviser, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offerings offering of Shares, together with any corresponding resumption of the ATM offerings offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s 's Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. For the avoidance of doubt, the Distributor shall not sell any shares of the Fund directly to any investors. (fe) The Distributor shall report to the Board at least quarterly, or more frequently frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (gf) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. (a) 6.1. The Distributor shall devote reasonable time and effort to effect sales of shares of the Fund, but shall not be obligated to sell any specific number of shares. The Distributor will qualify and maintain the qualifications, at the Distributor's expense, of its duties hereunderregistration as a broker-dealer in such states where shares of the Fund are qualified for sale. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing contained herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. The Distributor will undertake and discharge its obligations hereunder as an independent contractor and it shall have no authority or power to obligate or bind the Fund by its actions, conduct or contracts except that it is authorized to accept orders for the purchase or repurchase of shares as the Fund's agent and subject to its approval. (b) 6.2. In performing its duties hereunderselling the shares of the Fund, the Distributor shall comply use all reasonable efforts to conform in all respects with the requirements of all applicable federal and state laws relating to the sale of securities in all material respectssuch securities. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, representations other than those contained in its the Registration Statement, Statement or related Prospectus and or in any sales literature specifically approved for such use in writing by the Fund. (c) 6.3. The Distributor shall adopt and follow procedures, as approved by the officers of the Fund, for the confirmation of sales to selected dealersinvestors, the collection of amounts payable by selected dealers investors on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales the National Association of SharesSecurities Dealers, Inc. (the "NASD"), as such requirements may from time to time exist. (d) 6.4. The Distributor warrants and represents that it is, and agrees to use all commercially reasonable efforts to remain at all times, a member in good standing of the NASD with authority to act as the Distributor. 6.5. The Distributor shall prepare or review, and file with federal and state agencies or other organizations as furnish to the Fund any pertinent information required by federal, state, or other applicable laws and regulations, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (e) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offerings of Shares, together with any corresponding resumption of the ATM offerings of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including inserted with respect to the underwriting compensation paid by Distributor as exclusive sales agent and distributor within the Fund purview of Federal and state securities laws in any reports or registrations required to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fundfiled with any government authority. (f) The Distributor shall report to the Board at least quarterly, or more frequently as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (g) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. (a) The Distributor shall devote reasonable time and effort use its best efforts to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply with the requirements of all applicable laws relating to the sale of securities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor shall adopt and follow procedures, as approved by the officers of the Fund, for the confirmation of sales to selected dealers, the collection of amounts payable by selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales of Shares, as such requirements may from time to time exist. (d) The Distributor shall prepare or review, review and file with federal and state agencies or other organizations FINRA as required by federal, state, or other applicable laws and regulationsapplicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (ed) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offerings offering of Shares, together with any corresponding resumption of the ATM offerings offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. For the avoidance of doubt, the Distributor shall not sell any shares of the Fund directly to any investors. (fe) The Distributor shall report to the Board at least quarterly, or more frequently frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (gf) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (g) The Distributor will furnish to the Fund as it may reasonably require, from time to time, with certificates relating to enforceability and compliance matters substantially similar to those certificates furnished by the Distributor to any sub-placement agents. (h) The Distributor shall make such initial and ongoing inquiry with respect furnish to the Fund copies of any notices provided to the Distributor by any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. You agree that: (a) The Distributor shall devote reasonable time and effort to its duties hereunder. The services of the Distributor You will furnish to the Fund hereunder are not any pertinent information required to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations inserted with respect to you as the Distributor within the purview of all applicable laws and regulations in any reports or registrations required to be filed by the Fund hereunder is not impaired therebywith any governmental authority. (b) In performing its duties hereunder, the Distributor shall comply You will not make any representations inconsistent with the requirements of all applicable laws relating to the sale of securities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its the then-current Prospectuses, SAI, or Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor shall adopt and follow procedures, as approved by the officers of the Fund, for the confirmation of sales to selected dealers, the collection of amounts payable by selected dealers on You will maintain such sales, and the cancellation of unsettled transactions, records as may be necessary reasonably required for the Fund or its transfer agent to comply with respond to shareholder requests or complaints, and to permit the requirements of FINRA applicable Fund to sales of Sharesmaintain proper accounting records, as and you will make such requirements may from time records available to time existthe Fund and its investor servicing agent upon request. (d) The Distributor shall prepare or reviewIn performing your duties under this Agreement, you will comply with all requirements of the Prospectuses and file SAI and all applicable laws, rules and regulations (including the rules of FINRA) with federal respect to the purchase, sale and state agencies or other organizations as required by federal, state, or other applicable laws and regulations, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Funddistribution of Shares. (e) The Distributor agrees You will appoint Selling Agents to supply the following additional provide on an ongoing basis personal investor services and account maintenance services to their customers and will assist these Selling Agents in providing such services, together with or you will provide such other services as set forth throughout this Agreementyourself. Personal investor services and account maintenance services will include the following: 1. (i) handling inquiries regarding the Fund from sub-placement agents regarding such customers who own Shares, including but not limited to, questions concerning such customers’ investments in the Fund, repurchase offers, reports and tax information provided by the Fund; 2. (ii) assisting in the enhancement of relations and communications between sub-placement agents such customers and the Fund; 3. communicating (iii) assisting in the Minimum Price establishment and maintenance of such customers’ accounts with the Fund, including notifying the Fund or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any sub-placement agents; 5. notifying any sub-placement its agents of any suspension or termination of the ATM offerings of Shares, together with any corresponding resumption of the ATM offerings of Shareschanges in account information; 6. coordinating delivery of any Shares sold through sub-placement agents (iv) assisting in receiving and forwarding purchase and repurchase requests and payments to and from such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commissioncustomers; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. (v) providing such other information, assistance and similar services as the Fund may be reasonably requested by the Fund. (f) The Distributor shall report request to the Board at least quarterlyextent Distributor is permitted to do so under applicable statutes, or more frequently as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (g) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. (a) The Distributor shall devote reasonable time and effort to its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply with the requirements of all applicable laws relating to the sale of securities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor shall adopt and follow procedures, as approved by the officers of the Fund, for the confirmation of sales to selected dealers, the collection of amounts payable by selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales of Shares, as such requirements may from time to time exist. (d) The Distributor shall prepare or review, review and file with federal and state agencies or other organizations FINRA as required by federal, state, or other applicable laws and regulationsapplicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (ed) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offerings offering of Shares, together with any corresponding resumption of the ATM offerings offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s 's Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. For the avoidance of doubt, the Distributor shall not sell any shares of the Fund directly to any investors. (fe) The Distributor shall report to the Board at least quarterly, or more frequently frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (gf) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. (a) The Distributor shall devote reasonable time and effort to its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply with the requirements of all applicable laws relating to the sale of securities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor shall adopt and follow procedures, as approved by the officers of the Fund, for the confirmation of sales to selected dealers, the collection of amounts payable by selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales of Shares, as such requirements may from time to time exist. (d) The Distributor shall prepare or review, and file with federal and state agencies or other organizations as required by federal, state, or other applicable laws and regulations, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (e) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offerings offering of Shares, together with any corresponding resumption of the ATM offerings offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. (f) The Distributor shall report to the Board at least quarterly, or more frequently as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (g) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. (a) The Distributor shall devote reasonable time and effort use its best efforts to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply with the requirements of all applicable laws relating to the sale of securities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor shall adopt and follow procedures, as approved by the officers of the Fund, for the confirmation of sales to selected dealers, the collection of amounts payable by selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales of Shares, as such requirements may from time to time exist. (d) The Distributor shall prepare or review, review and file with federal and state agencies or other organizations FINRA as required by federal, state, or other applicable laws and regulationsapplicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (ed) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offerings offering of Shares, together with any corresponding resumption of the ATM offerings offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. For the avoidance of doubt, the Distributor shall not sell any shares of the Fund directly to any investors. (fe) The Distributor shall report to the Board at least quarterly, or more frequently frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (gf) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. (a) The Distributor shall devote reasonable time and effort to its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply with the requirements of all applicable laws relating to the sale of securities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor shall adopt and follow procedures, as approved by the officers of the Fund, for the confirmation of sales to selected dealers, the collection of amounts payable by selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales of Shares, as such requirements may from time to time exist. (d) The Distributor shall prepare or review, and file with federal and state agencies or other organizations as required by federal, state, or other applicable laws and regulations, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (e) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offerings of Shares, together with any corresponding resumption of the ATM offerings of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. (f) The Distributor shall report to the Board at least quarterly, or more frequently as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (g) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. You agree that: (a) The Distributor shall devote reasonable time and effort to its duties hereunder. The services of the Distributor You will furnish to the Fund hereunder are not any pertinent information required to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations inserted with respect to you as the Distributor within the purview of all applicable laws and regulations in any reports or registrations required to be filed by the Fund hereunder is not impaired therebywith any governmental authority. (b) In performing its duties hereunder, the Distributor shall comply You will not make any representations inconsistent with the requirements of all applicable laws relating to the sale of securities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its the then-current Prospectus, SAI, or Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor shall adopt and follow procedures, as approved by the officers of the Fund, for the confirmation of sales to selected dealers, the collection of amounts payable by selected dealers on You will maintain such sales, and the cancellation of unsettled transactions, records as may be necessary reasonably required for the Fund or its transfer agent to comply with respond to shareholder requests or complaints, and to permit the requirements of FINRA applicable Fund to sales of Sharesmaintain proper accounting records, as and you will make such requirements may from time records available to time existthe Fund and its investor servicing agent upon request. (d) The Distributor shall prepare or reviewIn performing your duties under this Agreement, you will comply with all requirements of the Prospectus and file SAI and all applicable laws, rules and regulations (including the rules of FINRA) with federal respect to the purchase, sale and state agencies or other organizations as required by federal, state, or other applicable laws and regulations, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Funddistribution of Shares. (e) The Distributor agrees You will appoint Selling Agents to supply the following additional provide on an ongoing basis personal investor services and account maintenance services to their customers and will assist these Selling Agents in providing such services, together with or you will provide such other services as set forth throughout this Agreementyourself. Personal investor services and account maintenance services will include the following: 1. (i) handling inquiries regarding the Fund from sub-placement agents regarding such customers who own Shares, including but not limited to, questions concerning such customers’ investments in the Fund, repurchase offers, reports and tax information provided by the Fund; 2. (ii) assisting in the enhancement of relations and communications between sub-placement agents such customers and the Fund; 3. communicating (iii) assisting in the Minimum Price establishment and maintenance of such customers’ accounts with the Fund, including notifying the Fund or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any sub-placement agents; 5. notifying any sub-placement its agents of any suspension or termination of the ATM offerings of Shares, together with any corresponding resumption of the ATM offerings of Shareschanges in account information; 6. coordinating delivery of any Shares sold through sub-placement agents (iv) assisting in receiving and forwarding purchase and repurchase requests and payments to and from such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commissioncustomers; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. (v) providing such other information, assistance and similar services as the Fund may be reasonably requested by the Fund. (f) The Distributor shall report request to the Board at least quarterlyextent Distributor is permitted to do so under applicable statutes, or more frequently as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (g) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. (a) The Distributor shall devote reasonable time and effort to its duties hereundereffect sales of the Common Stock of the Fund but shall not be obligated to sell any specific number of shares of Common Stock. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunderselling the shares of Common Stock of the Fund, the Distributor shall comply use its best efforts in all respects duly to conform with the requirements of all applicable laws of Puerto Rico and Federal laws of the United States relating to the sale of such securities, including any applicable requirements under the Investment Company Act. The Distributor shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in all material respectsRule 38a-1 under the Investment Company Act) with respect to the services provided, and shall provide to the Fund a certification to such effect no less than annually or as otherwise reasonably requested by the Fund. The Distributor shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the Fund. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof Selected Dealer nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, the registration statement of the Fund or the related Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor shall adopt and follow procedures, as approved by the officers of the Fund, for the confirmation of sales to selected dealersinvestors and Selected Dealers, the collection of amounts payable by selected dealers investors and Selected Dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales of Sharesthe Financial Industry Regulatory Authority, as such requirements may from time to time exist. (d) The Distributor shall prepare or reviewreports for the board of directors of the Fund, upon request, showing information concerning expenditures related to this Agreement and file with federal and state agencies or other organizations the Fund’s Common Stock Distribution Plan, as required from time to time, shall be reasonably requested by federal, state, or other applicable laws and regulations, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for board of directors of the Fund. (e) The Distributor agrees to maintain an anti-money laundering program in compliance with Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 and all applicable laws and regulations promulgated thereunder. The Distributor confirms that, as soon as possible, following the request from the Fund, the Distributor will supply the following additional servicesFund with copies of the Distributor’s anti-money laundering policy and procedures, together with and such other services relevant certifications and representations regarding such policy and procedures as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offerings of Shares, together with any corresponding resumption of the ATM offerings of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund may reasonably request from time to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fundtime. (f) The Distributor shall report maintain in effect a business interruption plan, and enter into any agreements necessary with appropriate parties making reasonable provisions for emergency use of electronic data processing equipment customary in the industry. In the event of equipment failures, the Distributor shall, at no additional expense to the Board at least quarterlyFund, or more frequently as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled take commercially reasonable steps to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Sharesminimize service interruptions. (g) The Distributor represents and warrants agrees to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services act under this Agreement exclusively from its branch offices in compliance with all applicable rules and regulationsPuerto Rico. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. (a) The Distributor shall devote reasonable time and effort to its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply with the requirements of all applicable laws relating to the sale of securities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor shall adopt and follow procedures, as approved by the officers of the Fund, for the confirmation of sales to selected dealers, the collection of amounts payable by selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales of Shares, as such requirements may from time to time exist. (d) The Distributor shall prepare or review, review and file with federal and state agencies or other organizations FINRA as required by federal, state, or other applicable laws and regulationsapplicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (ed) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offerings offering of Shares, together with any corresponding resumption of the ATM offerings offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. For the avoidance of doubt, the Distributor shall not sell any shares of the Fund directly to any investors. (fe) The Distributor shall report to the Board at least quarterly, or more frequently as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (gf) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. (a) The Distributor shall devote reasonable time and effort to its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply with the requirements of all applicable laws relating to the sale of securities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor shall adopt and follow procedures, as approved by the officers of the Fund, for the confirmation of sales to selected dealers, the collection of amounts payable by selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales of Shares, as such requirements may from time to time exist. (d) The Distributor shall prepare or review, review and file with federal and state agencies or other organizations FINRA as required by federal, state, or other applicable laws and regulationsapplicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (ed) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offerings offering of Shares, together with any corresponding resumption of the ATM offerings offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. For the avoidance of doubt, the Distributor shall not sell any shares of the Fund directly to any investors. (fe) The Distributor shall report to the Board at least quarterly, or more frequently frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (gf) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. (a) The Distributor shall devote reasonable time and effort use its best efforts to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply with the requirements of all applicable laws relating to the sale of securities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor shall adopt and follow procedures, as approved by the officers of the Fund, for the confirmation of sales to selected dealers, the collection of amounts payable by selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales of Shares, as such requirements may from time to time exist. (d) The Distributor shall prepare or review, review and file with federal and state agencies or other organizations FINRA as required by federal, state, or other applicable laws and regulationsapplicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (ed) The Distributor agrees to supply the following additional services, either on its own or in conjunction with the Fund’s other service providers, including but not limited to Adviser, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offerings offering of Shares, together with any corresponding resumption of the ATM offerings offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s 's Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. For the avoidance of doubt, the Distributor shall not sell any shares of the Fund directly to any investors. (fe) The Distributor shall report to the Board at least quarterly, or more frequently frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (gf) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. (a) The Distributor shall devote reasonable time and effort to its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply with the requirements of all applicable laws relating to the sale of securities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved in writing for such use by the Fund. (c) The Distributor shall adopt and follow procedures, as approved by the officers of the Fund, appropriate procedures for the confirmation of sales to selected dealers, the collection of amounts payable by selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales of Shares, as such requirements may from time to time exist. (d) The Distributor shall prepare or review, and file with federal and state agencies or other organizations as required by federal, state, or other applicable laws and regulations, all sales literature (advertisements, brochures and shareholder stockholder communications) prepared in connection with the ATM offerings for the Fund. (e) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offerings of Shares, together with any corresponding resumption of the ATM offerings of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. (f) The Distributor shall report to the Board at least quarterly, or more frequently as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (g) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances assurances, reasonably satisfactory to the Fund, from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. (a) The Distributor shall devote reasonable time and effort efforts to its duties hereundereffect sales of the Common Stock of the Fund but shall not be obligated to sell any specific number of shares of Common Stock. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunderselling the shares of Common Stock of the Fund, the Distributor shall comply be responsible for in all respects duly conforming with the requirements of all applicable laws of Puerto Rico and federal laws of the United States relating to the sale of securities in all material respectssuch securities, including any applicable requirements under the Investment Company Act. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof Selected Dealer (as defined below) nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, the registration statement of the Fund or the related Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor shall adopt and follow procedures, as approved by the officers of the Fund, for the confirmation of sales to selected dealersinvestors and Selected Dealers, the collection of amounts payable by selected dealers investors and Selected Dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales of Sharesthe Financial Industry Regulatory Authority, Inc. (“FINRA”), as such requirements may from time to time exist. (d) The Distributor shall prepare or review, and file with federal and state agencies or other organizations as required by federal, state, or other applicable laws and regulations, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings reports for the Board or Committees of the Board, upon request, showing information concerning expenditures related to this Agreement and the Fund’s Common Stock Distribution Plan, as from time to time, shall be reasonably requested by the Board. (e) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout act under this Agreement: 1. handling inquiries Agreement exclusively from sub-placement agents regarding the Fund; 2. assisting its branch offices in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offerings of Shares, together with any corresponding resumption of the ATM offerings of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the FundPuerto Rico. (f) The Distributor shall report to the Board at least quarterly, or more frequently as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (g) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. (a) In addition to selling and marketing the Fund (as described in Section I), the Distributor shall furnish personal investor services and account maintenance services to Shareholders of the Fund (“Shareholder Services”), and/or retain Selling Agents whose clients purchase Shares to provide Shareholder Services to Shareholders who are clients of such Selling Agents. Shareholder Services shall include, but shall not be limited to: (i) handling inquiries from Shareholders regarding the Fund, including but not limited to questions concerning their investments in the Fund, and reports and tax information provided by the Fund; (ii) assisting in the enhancement of communications between Shareholders and the Fund; (iii) notifying the Fund of any changes to Shareholder information, such as changes of address; (iv) providing such other information and Shareholder Services as may be reasonably requested by the Fund or, in the case of Selling Agents, by the Distributor; (v) assisting in any transfer of Shares made in accordance with the terms of the Fund’s Prospectus; and (vi) assisting in any repurchase offers conducted by the Fund, including, but not limited to: delivering to each Shareholder in a timely manner any applicable repurchase offer material, responding to client inquiries about procedures for tendering Shares, tendering Shares on behalf of Shareholders that wish to participate in the repurchase offer, remitting repurchase proceeds to the appropriate Shareholders, and in the event the Fund is required to pro rate repurchase offers, determining correct allocations among Shareholders of any repurchase proceeds and any Shares not purchased in the repurchase offer. (b) The Distributor shall devote reasonable time and effort to its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (bc) In performing its duties hereunder, the Distributor shall comply use its best efforts in all respects to duly conform with the requirements of all applicable laws relating to the sale of securities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fundsecurities. (cd) The Distributor shall adopt and follow procedures, as approved by the officers of the Fund, for the confirmation of sales to selected dealersinvestors and Selling Agents, the collection of amounts payable by selected dealers investors and Selling Agents on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales of Sharesthe Financial Industry Regulatory Authority, Inc. (“FINRA”), as such requirements may from time to time exist. (de) The Distributor shall prepare or reviewuse the facilities, rules and file with federal procedures of the National Securities Clearing Corporation (NSCC) Fund Settlement, Entry and state agencies or other organizations as required by federal, state, or other applicable laws and regulations, all sales literature Registration Verification System (advertisements, brochures and shareholder communicationsFund/SERV System) prepared in connection with the ATM offerings for the Fund. (e) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents payment for and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offerings delivery of Shares, together with any corresponding resumption of the ATM offerings of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. (f) The Distributor shall report to the Board at least quarterly, or more frequently as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (g) The Distributor represents and warrants to the Fund that it has all necessary licenses filed a Continuance in Membership Application with FINRA (the “FINRA Application”) to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect cover distribution of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. (a) The Distributor shall devote reasonable time and effort use its best efforts to its duties hereundersolicit offers to purchase the Shares, but shall not be obligated to sell any specific number of Shares. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunderselling the Shares of the Fund, the Distributor shall use its best efforts to comply with the requirements of all applicable federal and state laws relating to and the requirements of the National Association of Securities Dealers, Inc. ("NASD") governing the sale of securities in all material respectssuch securities. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof Authorized Dealer nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its the Registration Statement, related Prospectus and Statement of Additional Information, or any sales literature specifically approved for such use by the Fund. (c) The Distributor shall adopt and follow procedures, as approved by the officers will submit orders for Shares of the Fund, for Fund only to the confirmation extent of sales to selected dealers, the collection purchase orders actually received and not in excess of amounts payable by selected dealers on such salesorders, and the cancellation it will not avail itself of unsettled transactions, as may be necessary to comply with the requirements any opportunity of FINRA applicable to sales of Shares, as such requirements may from time to time existmaking a profit by expediting or withholding orders. (d) The Immediately following the receipt of a redemption request, the Distributor shall prepare will transmit the redemption request to the Fund (or review, and file with federal and state agencies or other organizations as required by federal, state, or other applicable laws and regulations, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fundits agent). (e) The Fund has adopted a Distribution Plan pursuant to the provisions of Rule 12b-1 under the 1940 Act (the "Plan") which provides for the payment of fees to the Distributor to reimburse it for expenses incurred in connection with the offering and sale of the Shares and the Distributor agrees to supply take no action inconsistent with, and to file all reports required by, the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offerings of Shares, together with any corresponding resumption of the ATM offerings of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the FundPlan. (f) The Distributor shall report to the Board at least quarterly, or more frequently as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (g) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. (a) The Distributor shall devote reasonable time and effort to its duties hereunder. The services of the Distributor to the a Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the a Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply use its best efforts in all respects to duly conform with the requirements of all applicable laws relating to the sale of securities in all material respectssecurities. Neither the Distributor nor any sub-placement agent financial intermediary having an agreement to offer and sell Shares shares pursuant to Section 5 hereof nor any other person is authorized by the any Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and Statement of Additional Information, if any, and any sales literature specifically approved for by such use by the Fund. (c) The Distributor shall adopt and follow procedures, as approved by the officers of the each Fund, for the confirmation of sales to investors and selected dealersdealers (as defined below), the collection of amounts payable by investors and selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA the Financial Industry Regulatory Authority ("FINRA") applicable to sales of SharesUnits, as such requirements may from time to time exist. (d) The Distributor is aware of the requirements of Regulation D promulgated pursuant to the Securities Act and shall conduct any private placement of Units in compliance with such requirements. (e) The Distributor shall prepare or review, provide advice with respect to, and file with any federal and state agencies or other organizations as required by federal, state, or other applicable laws and regulations, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (ef) The Distributor agrees to use reasonable efforts to supply Investor Services and/or to retain financial intermediaries to provide Investor Services to owners of the following additional servicesUnits. Investor Services shall include, together with such other services as set forth throughout this Agreementbut shall not be limited to: 1. handling inquiries from sub-placement agents investors regarding the FundFunds, including but not limited to questions concerning their investments in the Funds, capital account balances, repurchase offers and reports and tax information provided by the Funds; 2. assisting in the enhancement of communications between sub-placement agents investors and the Fund; 3. communicating assisting in the Minimum Price or Minimum Sales Price to any sub-placement agents establishment and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above maintenance of investors' accounts with the Minimum Price or the Minimum Sales PriceFunds and maintaining related records; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any sub-placement agentsreceiving, aggregating and processing purchase and repurchase transactions; 5. notifying any sub-placement agents assisting in the preparation of any suspension or termination of the ATM offerings of Shares, together with any corresponding resumption of the ATM offerings of Sharesreports and transaction statements issued to investors; 6. coordinating delivery of any Shares sold through providing sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds accounting services for the sale of such Shares, less any applicable sub-placement agent selling commissionUnits held beneficially; 7. delivering the Fund’s Prospectus forwarding Fund reports and other information to any sub-placement agentsinvestors; 8. identifying potential sub-placement agentsreceiving, tabulating and transmitting proxies; 9. monitoring the performance of sub-placement agents;general account administration activities; and 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance information and services Investor Services as may be reasonably requested by the Fund. (fg) The Distributor shall report to the Board of a Fund at least quarterly, or more frequently as requested by the Board, regarding: (i) the nature of the services Investor Services provided by the Distributor hereunderand the financial intermediaries; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid payments made by the DistributorDistributor to such financial intermediaries; and (iii) the aggregate amount of underwriting compensation fees for Investor Services paid by the Fund to the Distributor in respect of the ATM offerings of SharesFund. (gh) The Distributor represents and warrants to the Fund Funds that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor regulations and it shall make such initial and ongoing inquiry obtain adequate assurances from the financial intermediaries with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, their licensing and performance of services in respect contemplated by this Agreement, including without limitation applicable anti-money laundering laws and regulations of the Fund, compliance programs United States and such other matters as may be customary, necessary or desirable any jurisdiction in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fundwhich investors are solicited.

Duties of the Distributor. (a) The Distributor shall devote reasonable time and effort to performing its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply with the requirements of all applicable laws relating to the sale of securities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor shall adopt and follow procedures, as approved by the officers of the Fund, for the confirmation of sales to selected dealers, the collection of amounts payable by selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales of Shares, as such requirements may from time to time exist. (d) The Distributor shall prepare or review, review and file with federal and state agencies or other organizations FINRA as required by federal, state, or other applicable laws and regulationsapplicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (ed) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offerings offering of Shares, together with any corresponding resumption of the ATM offerings offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. For the avoidance of doubt, the Distributor shall not sell any shares of the Fund directly to any investors. (fe) The Distributor shall report to the Board at least quarterly, or more frequently frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (gf) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. You agree that: (a) The Distributor shall devote reasonable time and effort to its duties hereunder. The services of the Distributor You will furnish to the Fund hereunder are not Trust any pertinent information required to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations inserted with respect to you as the Fund hereunder is not impaired therebyDistributor within the purview of all applicable laws and regulations in any reports or registrations required to be filed by the Trust with any governmental authority. (b) In performing its duties hereunder, the Distributor shall comply You will not make any representations inconsistent with the requirements of all applicable laws relating to the sale of securities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its the then-current Prospectuses, SAIs, or Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor shall adopt and follow procedures, as approved by the officers of the Fund, for the confirmation of sales to selected dealers, the collection of amounts payable by selected dealers on You will maintain such sales, and the cancellation of unsettled transactions, records as may be necessary reasonably required for a Fund or its transfer agent to comply with respond to shareholder requests or complaints, and to permit each Fund to maintain proper accounting records, and you will make such records available to the requirements of FINRA applicable to sales of Shares, as such requirements may from time to time existFund and its investor servicing agent upon request. (d) The Distributor shall prepare or reviewIn performing your duties under this Agreement, you will comply with all requirements of the Prospectuses and file SAIs and all applicable laws, rules and regulations (including the rules of FINRA) with federal respect to the purchase, sale and state agencies or other organizations as required by federal, state, or other applicable laws and regulations, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Funddistribution of Shares. (e) The Distributor agrees You will appoint Selling Agents to supply the following additional provide on an ongoing basis personal investor services and account maintenance services to their customers and will assist these Selling Agents in providing such services, together with or you will provide such other services as set forth throughout this Agreementyourself. Personal investor services and account maintenance services will include the following: 1. (i) handling inquiries regarding a Fund from sub-placement agents regarding such customers who own Shares, including but not limited to, questions concerning such customers’ investments in the Fund, repurchase offers, reports and tax information provided by the Fund; 2. (ii) assisting in the enhancement of relations and communications between sub-placement agents such customers and the a Fund; 3. communicating (iii) assisting in the Minimum Price establishment and maintenance of such customers’ accounts with a Fund, including notifying the Fund or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any sub-placement agents; 5. notifying any sub-placement its agents of any suspension or termination of the ATM offerings of Shares, together with any corresponding resumption of the ATM offerings of Shareschanges in account information; 6. coordinating delivery of any Shares sold through sub-placement agents (iv) assisting in receiving and forwarding purchase and repurchase requests and payments to and from such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commissioncustomers; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. (v) providing such other information, assistance and similar services as a Fund may be reasonably requested by the Fund. (f) The Distributor shall report request to the Board at least quarterlyextent Distributor is permitted to do so under applicable statutes, or more frequently as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (g) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. (a) The Distributor shall devote reasonable time and effort use its best efforts to its duties hereundersolicit offers to purchase the Shares, but shall not be obligated to sell any specific number of Shares. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance performances of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunderselling the Shares of the Fund, the Distributor shall use its best efforts to comply with the requirements of all applicable federal and state laws relating to and the requirements of the National Association of Securities Dealers, Inc. ("NASD") governing the sale of securities in all material respectssuch securities. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof Authorized Dealer nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its the Registration Statement, related Prospectus and Statement of Additional Information, or any sales literature specifically approved for such use by the Fund. (c) The Distributor shall adopt and follow procedures, as approved by the officers will submit orders for Shares of the Fund, for Fund only to the confirmation extent of sales to selected dealers, the collection purchase orders actually received and not in excess of amounts payable by selected dealers on such salesorders, and the cancellation it will not avail itself of unsettled transactions, as may be necessary to comply with the requirements any opportunity of FINRA applicable to sales of Shares, as such requirements may from time to time existmaking a profit by expediting or withholding orders. (d) The Immediately following the receipt of a redemption request, the Distributor shall prepare will transmit the redemption request to the Fund (or review, and file with federal and state agencies or other organizations as required by federal, state, or other applicable laws and regulations, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fundits agent). (e) The Fund has adopted a Distribution Plan pursuant to the provisions of Rule 12b-1 under the 1940 Act (the "Plan") which provides for the payment of fees to the Distributor to reimburse it for expenses incurred in connection with the offering and sale of the Shares and the Distributor agrees to supply take no action inconsistent with, and to file all reports required by, the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offerings of Shares, together with any corresponding resumption of the ATM offerings of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the FundPlan. (f) The Distributor shall report to the Board at least quarterly, or more frequently as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (g) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. (a) The Distributor shall devote reasonable time and effort use its best efforts to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply with the requirements of all applicable laws relating to the sale of securities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor shall adopt and follow procedures, as approved by the officers of the Fund, for the confirmation of sales to selected dealers, the collection of amounts payable by selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales of Shares, as such requirements may from time to time exist. (d) The Distributor shall prepare or review, review and file with federal and state agencies or other organizations FINRA as required by federal, state, or other applicable laws and regulationsapplicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (ed) The Distributor agrees to supply the following additional services, either on its own or in conjunction with the Fund’s other service providers, including but not limited to the Fund’s investment adviser, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offerings offering of Shares, together with any corresponding resumption of the ATM offerings offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. For the avoidance of doubt, the Distributor shall not sell any shares of the Fund directly to any investors. (fe) The Distributor shall report to the Board at least quarterly, or more frequently frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (gf) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. (a) In addition to selling and marketing the Fund (as described in Section 1), the Distributor shall furnish personal investor services and account maintenance services to Shareholders of the Fund ("Shareholder Services"), and/or retain Selling Agents whose clients purchase Shares to provide Shareholder Services to Shareholders who are clients of such Selling Agents. Shareholder Services shall include, but shall not be limited to: (i) handling inquiries from Shareholders regarding the Fund, including but not limited to questions concerning their investments in the Fund, and reports and tax information provided by the Fund; (ii) assisting in the enhancement of communications between Shareholders and the Fund; (iii) notifying the Fund of any changes to Shareholder information, such as changes of address; (iv) providing such other information and Shareholder Services as may be reasonably requested by the Fund or, in the case of Selling Agents, by the Distributor; (v) assisting in any transfer of Shares made in accordance with the terms of the Fund's Prospectus; and (vi) assisting in any repurchase offers conducted by the Fund, including, but not limited to: delivering to each Shareholder in a timely manner any applicable repurchase offer material, responding to client inquiries about procedures for tendering Shares, tendering Shares on behalf of Shareholders that wish to participate in the repurchase offer, remitting repurchase proceeds to the appropriate Shareholders, and in the event the Fund is required to pro rate repurchase offers, determining correct allocations among Shareholders of any repurchase proceeds and any Shares not purchased in the repurchase offer. (b) The Distributor shall devote reasonable time and effort to its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (bc) In performing its duties hereunder, the Distributor shall comply use its best efforts in all respects to duly conform with the requirements of all applicable laws relating to the sale of securities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fundsecurities. (cd) The Distributor shall adopt and follow procedures, as approved by the officers of the Fund, for the confirmation of sales to selected dealersinvestors and Selling Agents, the collection of amounts payable by selected dealers investors and Selling Agents on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales of Sharesthe Financial Industry Regulatory Authority, Inc. ("FINRA"), as such requirements may from time to time exist. (de) The Distributor shall prepare or reviewuse the facilities, rules and file with federal procedures of the National Securities Clearing Corporation (NSCC) Fund Settlement, Entry and state agencies or other organizations as required by federal, state, or other applicable laws and regulations, all sales literature Registration Verification System (advertisements, brochures and shareholder communicationsFund/SERV System) prepared in connection with the ATM offerings for the Fund. (e) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents payment for and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offerings of Shares, together with any corresponding resumption of the ATM offerings of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. (f) The Distributor shall report to the Board at least quarterly, or more frequently as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (g) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. (a) In addition to selling and marketing the Fund (as described in Section 1), the Distributor shall furnish personal investor services and account maintenance services to Shareholders of the Fund ("Shareholder Services"), and/or retain Selling Agents whose clients purchase Shares to provide Shareholder Services to Shareholders who are clients of such Selling Agents. Shareholder Services shall include, but shall not be limited to: (i) handling inquiries from Shareholders regarding the Fund, including but not limited to questions concerning their investments in the Fund, and reports and tax information provided by the Fund; (ii) assisting in the enhancement of communications between Shareholders and the Fund; (iii) notifying the Fund of any changes to Shareholder information, such as changes of address; (iv) providing such other information and Shareholder Services as may be reasonably requested by the Fund or, in the case of Selling Agents, by the Distributor; (v) assisting in any transfer of Shares made in accordance with the terms of the Fund's Prospectus; and (vi) assisting in any repurchase offers conducted by the Fund, including, but not limited to: delivering to each Shareholder in a timely manner any applicable repurchase offer material, responding to client inquiries about procedures for tendering Shares, tendering Shares on behalf of Shareholders that wish to participate in the repurchase offer, remitting repurchase proceeds to the appropriate Shareholders, and in the event the Fund is required to pro rate repurchase offers, determining correct allocations among Shareholders of any repurchase proceeds and any Shares not purchased in the repurchase offer. (b) The Distributor shall devote reasonable time and effort to its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (bc) In performing its duties hereunder, the Distributor shall comply use its best efforts in all respects to duly conform with the requirements of all applicable laws relating to the sale of securities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fundsecurities. (cd) The Distributor shall adopt and follow procedures, as approved by the officers of the Fund, for the confirmation of sales to selected dealersinvestors and Selling Agents, the collection of amounts payable by selected dealers investors and Selling Agents on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales of Sharesthe Financial Industry Regulatory Authority, Inc. ("FINRA"), as such requirements may from time to time exist. (de) The Distributor shall prepare or reviewuse the facilities, rules and file with federal procedures of the National Securities Clearing Corporation (NSCC) Fund Settlement, Entry and state agencies or other organizations as required by federal, state, or other applicable laws and regulations, all sales literature Registration Verification System (advertisements, brochures and shareholder communicationsFund/SERV System) prepared in connection with the ATM offerings for the Fund. (e) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents payment for and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offerings delivery of Shares, together with any corresponding resumption of the ATM offerings of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. (f) The Distributor shall report to the Board at least quarterly, or more frequently as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (g) The Distributor represents and warrants to the Fund that it has all necessary licenses filed a Continuance in Membership Application with FINRA (the "FINRA Application") to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect cover distribution of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. (a) The Distributor shall devote reasonable time and effort to its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply in all material respects with the requirements of all applicable laws laws, including securities laws, relating to the sale of securities in all material respectssecurities. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor shall adopt and follow procedures, as approved by the officers of the Fund, for the confirmation of sales to selected dealers, the collection of amounts payable by selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales of Shares, as such requirements may from time to time exist. (d) The Distributor or any sub-placement agent shall prepare or review, and file with federal and state agencies or other organizations as required by federal, state, or other applicable laws and regulations, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (e) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offerings of Shares, together with any corresponding resumption of the ATM offerings of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. (f) The Distributor shall report to the Board at least quarterly, or more frequently frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (g) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. (a) The Distributor shall devote reasonable time and effort to its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply with the requirements of all applicable laws relating to the sale of securities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor shall adopt and follow procedures, as approved by the officers of the Fund, for the confirmation of sales to selected dealers, the collection of amounts payable by selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales of Shares, as such requirements may from time to time exist. (d) The Distributor shall prepare or review, review and file with federal and state agencies or other organizations FINRA as required by federal, state, or other applicable laws and regulationsapplicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (ed) The Distributor agrees to supply the following additional services, as requested by the Fund, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offerings offering of Shares, together with any corresponding resumption of the ATM offerings offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. For the avoidance of doubt, the Distributor shall not sell any shares of the Fund directly to any investors. (fe) The Distributor shall report to the Board (or provide such information to Fund management for reporting to the Board) at least quarterly, or more frequently frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (gf) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. (a) The Distributor shall devote reasonable time and effort to its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply use its best efforts in all respects to duly conform with the requirements of all applicable laws relating to the sale of securities in all material respectssecurities. Neither the Distributor nor any sub-placement agent financial intermediary having an agreement to offer and sell Shares shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and Statement of Additional Information, if any, and any sales literature specifically approved for such use by the Fund. (c) The Distributor shall adopt and follow procedures, as approved by the officers of the Fund, for the confirmation of sales to investors and selected dealersdealers (as defined below), the collection of amounts payable by investors and selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA the Financial Industry Regulatory Authority (“FINRA”) applicable to sales of Shares, as such requirements may from time to time exist. (d) The Distributor shall prepare or review, agrees to appoint financial intermediaries to provide distribution services with respect to the Shares and file with federal personal investor services and state agencies or other organizations as required by federal, state, or other applicable laws account maintenance services (“Investor Services”) to investors that are customers of such financial intermediaries and regulations, all sales literature (advertisements, brochures to assist the financial intermediaries in the provision of such services and shareholder communications) prepared in connection with the ATM offerings for the Fund. (e) The Distributor agrees to supply the following additional servicesprovide such services to investors that are its customers. Such services shall include, together with such other services as set forth throughout this Agreementbut not be limited to: 1. handling inquiries from sub-placement agents investors regarding the Fund, including but not limited to questions concerning their investments in the Fund, repurchase offers and reports and tax information provided by the Funds; 2. assisting in the enhancement of communications between sub-placement agents investors and the Fund; 3. communicating assisting in the Minimum Price or Minimum Sales Price preparation of reports and transaction statements to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Priceinvestors; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any providing sub-placement agentsaccounting services for common shares held beneficially; 5. notifying any sub-placement agents of any suspension or termination forwarding reports of the ATM offerings of Shares, together with any corresponding resumption of the ATM offerings of SharesFund and other information to investors; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Sharesreceiving, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting tabulating and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereoftransmitting proxies; and 117. providing such other information, assistance information and services Investor Services as may be reasonably requested by the Fund. (f) The Distributor shall report to the Board at least quarterly, or more frequently as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (ge) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor regulations and it shall make such initial and ongoing inquiry obtain adequate assurances from the financial intermediaries with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, their licensing and performance of services in respect contemplated by this Agreement, including without limitation applicable anti-money laundering laws and regulations of the Fund, compliance programs United States and such other matters as may be customary, necessary or desirable any jurisdiction in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fundwhich investors are solicited.

Duties of the Distributor. (a) In addition to selling and marketing the Fund (as depicted in Section 1), the Distributor shall facilitate and assist in the provision by broker-dealers and financial advisors of personal investor services and account maintenance services ("Member Services") to Members that are customers of such broker-dealers and financial advisors. These Member Services shall include, but shall not be limited to: (i) handling inquiries from Members regarding the Fund, including but not limited to questions concerning their investments in the Fund, and reports and tax information provided by the Fund; (ii) assisting in the enhancement of communications between Members and the Fund; (iii) notifying the Fund of any changes to Member information, such as changes of address; and (iv) providing such other information and Member Services as may be reasonably requested by the Fund or the Distributor. (b) The Distributor shall devote reasonable time and effort to its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (bc) In performing its duties hereunder, the Distributor shall comply use its best efforts in all respects to duly conform with the requirements of all applicable laws relating to the sale of securities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fundsecurities. (cd) The Distributor shall adopt and follow procedures, as approved by the officers of the Fund, for the confirmation of sales to selected dealersinvestors and Selected Dealers (as defined below), the collection of amounts payable by selected dealers investors and Selected Dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales of Sharesthe Financial Industry Regulatory Authority, Inc. ("FINRA"), as such requirements may from time to time exist. (d) The Distributor shall prepare or review, and file with federal and state agencies or other organizations as required by federal, state, or other applicable laws and regulations, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (e) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offerings of Shares, together with any corresponding resumption of the ATM offerings of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. (f) The Distributor shall report to the Board at least quarterly, or more frequently as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (g) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. (a) The Distributor shall devote reasonable time and effort to its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply use its best efforts in all respects to duly conform with the requirements of all applicable laws relating to the sale of securities in all material respectssecurities. Neither the Distributor nor any sub-placement agent financial intermediary having an agreement to offer and sell Shares shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and Statement of Additional Information, if any, and any sales literature specifically approved for such use by the Fund. (c) The Distributor shall adopt and follow procedures, as approved by the officers of the Fund, for the confirmation of sales to investors and selected dealersdealers (as defined below), the collection of amounts payable by investors and selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA the Financial Industry Regulatory Authority ("FINRA") applicable to sales of Shares, as such requirements may from time to time exist. (d) The Distributor shall prepare or review, agrees to appoint financial intermediaries to provide distribution services with respect to the Shares and file with federal personal investor services and state agencies or other organizations as required by federal, state, or other applicable laws account maintenance services ("Investor Services") to investors that are customers of such financial intermediaries and regulations, all sales literature (advertisements, brochures to assist the financial intermediaries in the provision of such services and shareholder communications) prepared in connection with the ATM offerings for the Fund. (e) The Distributor agrees to supply the following additional servicesprovide such services to investors that are its customers. Such services shall include, together with such other services as set forth throughout this Agreementbut not be limited to: 1. handling inquiries from sub-placement agents investors regarding the Fund, including but not limited to questions concerning their investments in the Fund, repurchase offers and reports and tax information provided by the Funds; 2. assisting in the enhancement of communications between sub-placement agents investors and the Fund; 3. communicating assisting in the Minimum Price or Minimum Sales Price preparation of reports and transaction statements to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Priceinvestors; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any providing sub-placement agentsaccounting services for common shares held beneficially; 5. notifying any sub-placement agents of any suspension or termination forwarding reports of the ATM offerings of Shares, together with any corresponding resumption of the ATM offerings of SharesFund and other information to investors; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Sharesreceiving, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting tabulating and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereoftransmitting proxies; and 117. providing such other information, assistance information and services Investor Services as may be reasonably requested by the Fund. (f) The Distributor shall report to the Board at least quarterly, or more frequently as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (ge) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor regulations and it shall make such initial and ongoing inquiry obtain adequate assurances from the financial intermediaries with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, their licensing and performance of services in respect contemplated by this Agreement, including without limitation applicable anti-money laundering laws and regulations of the Fund, compliance programs United States and such other matters as may be customary, necessary or desirable any jurisdiction in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fundwhich investors are solicited.

Duties of the Distributor. (a) The Distributor shall devote use its reasonable time and effort best efforts to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply in all material respects with the requirements of all applicable laws, including securities laws relating to the sale ATM offerings of securities in all material respectsShares. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor or any sub-placement agent shall adopt and follow procedures, as approved by the officers of the Fund, for the confirmation of sales to selected dealers, the collection of amounts payable by selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales of Shares, as such requirements may from time to time exist. (d) The Distributor shall prepare or review, review and file with federal and state agencies or other organizations FINRA as required by federal, state, or other applicable laws and regulationsapplicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (ed) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offerings offering of Shares, together with any corresponding resumption of the ATM offerings offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. (fe) The Distributor shall report to the Board at least quarterly, or more as frequently as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (gf) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. (a) The Distributor shall devote reasonable time and effort to its duties hereundereffect sales of Shares of each Fund but shall not be obligated to sell any specific number of Shares. The services of the Distributor to the Fund Funds hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunderselling the Shares of the Funds, the Distributor shall comply use its best efforts in all respects duly to conform with the requirements of all applicable Federal and state laws and regulations and the regulations of the Financial Industry Regulatory Authority, Inc. ("FINRA") relating to the sale of securities in all material respectssuch securities. Neither None of the Distributor nor Distributor, any sub-placement agent financial intermediary having an agreement to offer and sell Shares pursuant to Section 5 6 hereof nor or any other person is authorized by the any Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus registration statement or related prospectus and statement of additional information and any sales literature specifically approved for by such use by the Fund. (c) The Distributor shall adopt and follow procedures, as approved by the officers of the each Fund, for the confirmation of sales to selected dealerseligible investors and financial intermediaries, the collection of amounts payable by selected dealers eligible investors and financial intermediaries on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales of SharesFINRA, as such requirements may from time to time exist. (d) The Distributor shall prepare Through the CMA program or reviewthe WCMA program, as applicable, the Fund is linked to a Merrill Lynch securities account and a credit card account, and file with federal automatxx xxxxhxxxx and state agencies or other organizations as required redemptions of shares of the Fund by federal, state, or other applicable laws and regulations, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (e) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting participants in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot CMA program will be effected at or above pursuant to the Minimum Price CMA program or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offerings of SharesWCMA program, together with any corresponding resumption of the ATM offerings of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fundapplicable. (f) The Distributor shall report to the Board at least quarterly, or more frequently as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (g) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. (a) The Distributor shall devote reasonable time and effort use its best efforts to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply with the requirements of all applicable laws relating to the sale of securities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor shall adopt and follow procedures, as approved by the officers of the Fund, for the confirmation of sales to selected dealers, the collection of amounts payable by selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales of Shares, as such requirements may from time to time exist. (d) The Distributor shall prepare or review, review and file with federal and state agencies or other organizations FINRA as required by federal, state, or other applicable laws and regulationsapplicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (ed) The Distributor agrees to supply the following additional services, either on its own or in conjunction with the Fund’s other service providers, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offerings offering of Shares, together with any corresponding resumption of the ATM offerings offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. For the avoidance of doubt, the Distributor shall not sell any shares of the Fund directly to any investors. (fe) The Distributor shall report to the Board at least quarterly, or more frequently frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (gf) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. (a) The Distributor shall sell Shares of the Trust through DWR and may sell shares through other securities dealers and its own Account Executives and shall devote reasonable time and effort to its duties hereunderpromote sales of Shares of the Trust, but shall not be obligated to sell any specific number of Shares. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like distribution arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. It is also understood that Selected Dealers, including DWR, may also sell shares for other registered investment companies. (b) In performing its duties hereunderselling the Shares of the Trust, the Distributor shall comply use its best efforts in all respects duly to conform with the requirements of all applicable federal and state laws and regulations and the regulations of the National Association of Securities Dealers, Inc. (the "NASD") relating to the sale of securities in all material respectssuch securities. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund Trust to give any information or to make any representations, other than those contained in its the Registration Statement, Statement or related Prospectus and any sales literature specifically approved for such use by the FundTrust. (c) The Distributor shall adopt and follow procedures, as approved by the officers of the FundTrust, for the confirmation conformation of sales to selected dealersparticipants in the AAA program, the collection of amounts payable by selected dealers investors on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales of Sharesthe NASD, as such requirements may from time to time exist. (d) The Through the AAA program, the Trust is linked to securities and Visa accounts of customers of the Distributor shall prepare or review, and file with federal automatic purchases and state agencies or other organizations as required redemptions of Shares of the Trust will be effected by federal, state, or other applicable laws and regulations, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for Distributor pursuant to the Fund. (e) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1AAA program. handling inquiries from sub-placement agents regarding the Fund; 2. assisting Free credit cash balances in the enhancement securities accounts of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination customers of the ATM offerings of Shares, together with any corresponding resumption of the ATM offerings of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid Distributor will automatically be invested by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. (f) The Distributor shall report to the Board at least quarterly, or more frequently as requested by the Board, regarding: (i) the nature Shares of the services provided Trust on the terms described in the Prospectus. Shares of the Trust will automatically be redeemed by the Distributor hereunder; (ii) to satisfy debit balances in such securities accounts or amounts owing in the Visa card accounts on the terms described in the Prospectus. AAA program participants may be liable for the unauthorized use of their Visa card in an amount not to exceed $50. In the event of compensation sub-placement agentsthe unauthorized use of the Visa card or cards held by AAA program participants after the Visa processing agent has been notified orally or in writing of the loss, theft or possible unauthorized use of such card or cards, and the redemption of Trust Shares due to such unauthorized use, the Trust agrees to reinstate such Shares in the account of the AAA program participant as if any, are entitled to retain or be paid by the Distributor; never redeemed and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of hereby agrees to indemnify the ATM offerings of SharesTrust against any losses caused thereby and all costs associated therewith. (g) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. (a) The Distributor shall devote reasonable time and effort to its duties hereundereffect sales of Shares of the Fund but shall not be obligated to sell any specific number of Shares. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunderselling the Shares of the Fund, the Distributor shall comply use its best efforts in all respects duly to conform with the requirements of all applicable Federal and state laws relating to the sale of securities in all material respectssuch securities. Neither the Distributor nor any sub-placement agent financial intermediary having an agreement to offer and sell Shares shares pursuant to Section 5 hereof 7 hereof, nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus registration statement or related prospectus and statement of additional information and any sales literature specifically approved for such use by the Fund. (c) The Distributor shall adopt and follow procedures, as approved by the officers of the Fund, for the confirmation of sales to selected dealerseligible investors and financial intermediaries, the collection of amounts payable by selected dealers eligible investors and financial intermediaries on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales the National Association of SharesSecurities Dealers, Inc. (the "NASD"), as such requirements may from time to time exist. (d) The Distributor shall prepare agrees to comply with the terms of the Fund's prospectus and statement of additional information and its policies and procedures relating to frequent trading and agrees to provide reasonable cooperation to the Fund and its transfer agent in implementing and applying the policies and procedures of the Fund aimed at detecting and preventing frequent trading. This assistance may include providing the Fund or review, its agents with information concerning shareholder activity in omnibus accounts held by financial intermediaries who have entered into agreements with the Distributor or assisting the Fund in obtaining such information from these intermediaries. The Distributor also agrees to provide reasonable cooperation and file with federal and state agencies or other organizations as required by federal, state, or other applicable laws and regulations, all sales literature (advertisements, brochures and shareholder communications) prepared assistance to the Fund in connection with performing due diligence of, and obtaining representations or certifications from, financial intermediaries relating to their policies and procedures with respect to (i) the ATM offerings handling and processing of orders for Shares in compliance with applicable law and (ii) the Fundapplication of redemption fees and limitations on short-term trading and exchanges, if any. (e) The Distributor represents, warrants and agrees that (i) the Distributor has, and agrees to supply maintain, an anti-money laundering ("AML") program that satisfies the following additional servicesrequirements of Title III of the USA PATRIOT Act and applicable anti-money laundering regulations ("Applicable Law"); and (ii) the Distributor will comply with Applicable Law with respect to Shares held by financial intermediaries on behalf of their customers, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding including, but not limited to, the Fund; 2. assisting in the enhancement monitoring and reporting of communications between sub-placement agents suspicious transactions and the Fund; 3implementation of a customer identification program that complies with Applicable Law. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offerings of Shares, together with any corresponding resumption of the ATM offerings of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of SharesThe Distributor may delegate its AML responsibilities hereunder, including customer identification and monitoring of suspicious transactions with respect to the underwriting compensation paid by underlying customers, in whole or part to the financial intermediaries, in accordance with Applicable Law. The Distributor further agrees that it will be responsible for performing screening of any financial intermediaries with which it enters into a selling or other agreement hereunder in accordance with the Fund's AML Policy; provided, however, that the Distributor will not be required to screen financial intermediaries that have already entered into selling or servicing agreements with the principal underwriter of the Fund prior to the effective date of this Agreement. In addition, the Distributor agrees to assist the Fund in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by complying with the Fund. (f) The Distributor shall report 's Compliance Policies and Procedures adopted pursuant to the Board at least quarterly, or more frequently as requested by the Board, regarding: (i) the nature Rule 38a-1 of the services provided by 1940 Act and the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (g) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents Fund's AML Policies with respect to the respective sub-placement agents’ licensing, performance oversight of services in respect financial intermediaries that are responsible for performing AML responsibilities on behalf of the Fund, compliance programs and including sending out periodic certifications or such other matters actions that the Fund may reasonably request. The distributor also agrees to permit inspection by U.S. federal departments or regulatory agencies with appropriate jurisdiction and to make available to examiners from such departments or regulatory agencies such information and record relating to Distributor's AML program as they may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fundreasonably request.

Duties of the Distributor. (a) The Distributor shall devote reasonable time and effort use its best efforts to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply with the requirements of all applicable laws relating to the sale of securities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor shall adopt and follow procedures, as approved by the officers of the Fund, for the confirmation of sales to selected dealers, the collection of amounts payable by selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales of Shares, as such requirements may from time to time exist. (d) The Distributor shall prepare or review, review and file with federal and state agencies or other organizations FINRA as required by federal, state, or other applicable laws and regulationsapplicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (ed) The Distributor agrees to supply the following additional services, either on its own or in conjunction with the Fund’s other service providers, including but not limited to the Adviser, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offerings offering of Shares, together with any corresponding resumption of the ATM offerings offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s 's Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. For the avoidance of doubt, the Distributor shall not sell any shares of the Fund directly to any investors. (fe) The Distributor shall report to the Board at least quarterly, or more frequently frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (gf) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. (a) 5.1 The Distributor shall devote reasonable time and effort to effect sales of shares of the Funds, but shall not be obligated to sell any specific number of shares. Sales of shares of a Fund shall be on the terms described in its duties hereunderProspectus. The services of Distributor shall compensate the Distributor to Selected Dealers as set forth in the Fund hereunder are Prospectus. To the extent not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunderotherwise provided herein, the Distributor shall comply bear all of the costs and expenses it incurs in fulfilling its obligations hereunder. 5.2 In selling shares of the Funds, the Distributor shall use its best efforts in all respects duly to conform with the requirements of all applicable federal and state laws relating to the sale of securities in all material respectssuch securities. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof Selected Dealer nor any other person is authorized by the Fund Trust to give any information or to make any representations, other than those contained in its the Registration Statement, Statement or applicable Prospectus for the respective Fund and any sales literature specifically approved for such use by appropriate officers of the FundTrust. (c) 5.3 The Distributor shall adopt and follow procedures, as approved by the officers of the Fund, procedures for the confirmation of sales to selected dealersinvestors and Selected Dealers, the collection of amounts payable by selected dealers investors and Selected Dealers on such sales, sales and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales of Shares, as such requirements may from time to time existestablished by the NASD. (d) 5.4 The Distributor shall prepare or reviewhave the right to enter into selling group agreements with registered and qualified securities dealers and other persons of its choice for the sale to the public of shares of the Funds, provided that the Trust shall approve the form of such agreements. The Distributor shall offer and file with federal sell shares only through such Selected Dealers as are members in good standing of the NASD. Shares sold through Selected Dealers shall be for sale by such dealers only at the offering price determined as set forth in the Prospectus. The Distributor and state agencies or other organizations as required by federalSelected Dealers may repurchase shares from an investor seeking to redeem such shares, statefor a fee, or other applicable laws and regulationsand, all sales literature (advertisementsin turn, brochures and shareholder communications) prepared in connection redeem such shares with the ATM offerings for the applicable Fund. (e) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offerings of Shares, together with any corresponding resumption of the ATM offerings of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. (f) 5.5 The Distributor shall report to be the Board at least quarterly, or more frequently as requested exclusive distributor of shares of the Funds appointed by the BoardTrust; however, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; is an independent contractor and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Sharesmay enter into like arrangements with other investment companies. (g) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. (a) The Distributor shall devote reasonable time and effort use its best efforts to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply with the requirements of all applicable laws relating to the sale of securities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor shall adopt and follow procedures, as approved by the officers of the Fund, for the confirmation of sales to selected dealers, the collection of amounts payable by selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales of Shares, as such requirements may from time to time exist. (d) The Distributor shall prepare or review, review and file with federal and state agencies or other organizations FINRA as required by federal, state, or other applicable laws and regulationsapplicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (ed) The Distributor agrees to supply the following additional services, either on its own or in conjunction with the Fund's other service providers, including but not limited to the Adviser, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offerings offering of Shares, together with any corresponding resumption of the ATM offerings offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s 's Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. For the avoidance of doubt, the Distributor shall not sell any shares of the Fund directly to any investors. (fe) The Distributor shall report to the Board at least quarterly, or more frequently frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (gf) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. (a) The Distributor shall devote reasonable time and effort use its best efforts to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply with the requirements of all applicable laws relating to the sale of securities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor shall adopt and follow procedures, as approved by the officers of the Fund, for the confirmation of sales to selected dealers, the collection of amounts payable by selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales of Shares, as such requirements may from time to time exist. (d) The Distributor shall prepare or review, review and file with federal and state agencies or other organizations FINRA as required by federal, state, or other applicable laws and regulationsapplicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (ed) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offerings offering of Shares, together with any corresponding resumption of the ATM offerings offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s 's Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. For the avoidance of doubt, the Distributor shall not sell any shares of the Fund directly to any investors. (fe) The Distributor shall report to the Board at least quarterly, or more frequently frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (gf) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. (a) The Distributor shall devote reasonable time and effort use its best efforts to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply with the requirements of all applicable laws relating to the sale of securities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor shall adopt and follow procedures, as approved by the officers of the Fund, for the confirmation of sales to selected dealers, the collection of amounts payable by selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales of Shares, as such requirements may from time to time exist. (d) The Distributor shall prepare or review, review and file with federal and state agencies or other organizations FINRA as required by federal, state, or other applicable laws and regulationsapplicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (ed) The Distributor agrees to supply the following additional services, either on its own or in conjunction with the Fund’s other service providers, including but not limited to Adviser, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offerings offering of Shares, together with any corresponding resumption of the ATM offerings offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. For the avoidance of doubt, the Distributor shall not sell any shares of the Fund directly to any investors. (fe) The Distributor shall report to the Board at least quarterly, or more frequently frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (gf) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. (a) The Distributor shall devote reasonable time and effort to its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply use its best efforts in all respects to duly conform with the requirements of all applicable laws relating to the sale of securities in all material respectssecurities. Neither the Distributor nor any sub-placement agent financial intermediary having an agreement to offer and sell Shares shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and Statement of Additional Information, if any, and any sales literature specifically approved for such use by the Fund. (c) The Distributor shall adopt and follow procedures, as approved by the officers of the Fund, for the confirmation of sales to investors and selected dealersdealers (as defined below), the collection of amounts payable by investors and selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA the Financial Industry Regulatory Authority ("FINRA") applicable to sales of SharesUnits, as such requirements may from time to time exist. (d) The Distributor shall prepare or review, provide advice with respect to, and file with the federal and state agencies or other organizations as required by federal, state, or other applicable laws and regulations, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the FundFund and any class or series thereof. (e) The Distributor agrees to use reasonable efforts to supply Investor Services and/or to retain financial intermediaries to provide Investor Services to owners of the following additional servicesShares. Investor Services shall include, together with such other services as set forth throughout this Agreementbut shall not be limited to: 1. handling inquiries from sub-placement agents investors regarding the Fund, including but not limited to questions concerning their investments in the Fund, repurchase offers and reports and tax information provided by the Fund; 2. assisting in the enhancement of communications between sub-placement agents investors and the Fund; 3. communicating assisting in the Minimum Price or Minimum Sales Price to any sub-placement agents establishment and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above maintenance of investors' accounts with the Minimum Price or the Minimum Sales PriceFund and maintaining related records; 4. communicating the maximum amount of Shares to be sold on any Offering Date to any sub-placement agentsreceiving, aggregating and processing purchase and repurchase transactions; 5. notifying any sub-placement agents of any suspension or termination of the ATM offerings of Sharesproviding and keeping retirement plan records, together with any corresponding resumption of the ATM offerings of Sharesif applicable; 6. coordinating delivery of any Shares sold through sub-placement agents issuing reports and transaction statements to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commissioninvestors; 7. delivering the Fund’s Prospectus to any providing sub-placement agentsaccounting services for Units held beneficially; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. (f) The Distributor shall report to the Board at least quarterly, or more frequently as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (g) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.