Common use of Intermediary Manager Agreement Clause in Contracts

Intermediary Manager Agreement. The Intermediary Manager has entered into an Intermediary Manager Agreement (the “Intermediary Manager Agreement”) with the Fund dated [ ], 2023, attached hereto as Exhibit “A.” Except as otherwise specifically stated herein, all terms used in this Agreement have the meanings provided in the Intermediary Manager Agreement. As described in the Intermediary Manager Agreement, the Fund has filed one or more registration statements with the SEC that are listed on Schedule 1 to the Intermediary Manager Agreement (each, a “Registration Statement”), which Schedule 1 may be amended from time to time with the written consent of the Fund and the Intermediary Manager to reflect any additional Registration Statements. Any new Registration Statement will be added to Schedule 1 upon its initial effectiveness with the SEC. Each Registration Statement shall register a continuous offering (each, an “Offering”) of Common Shares, which may consist of Class S, Class D and/or Class I shares of beneficial interest (the “Shares”) or additional share classes. Notwithstanding the foregoing, if any new Registration Statement is added to Schedule 1 to the Intermediary Manager Agreement, the Intermediary Manager will give the Broker written notice of such addition. Schedule 1 to the Intermediary Manager Agreement may be amended from time to time with the written consent of the Fund and the Intermediary Manager. However, the addition or removal of Registration Statements from Schedule 1 to the Intermediary Manager Agreement shall only apply prospectively and shall not affect the respective agreements, representations and warranties of the Fund, the Intermediary Manager and the Broker prior to such amendments to Schedule 1 to the Intermediary Manager Agreement. It is possible that more than one Registration Statement may be listed on Schedule 1 during times of transition from one Registration Statement to another, during which time offers or sales may be made pursuant to either Registration Statement. In such event, the Intermediary Manager shall (a) communicate to the Broker details about the transition from one Registration Statement to the next, including when sales may be made pursuant to the most recent Registration Statement and when sales will cease pursuant to the older Registration Statement and (b) provide the Broker with sufficient copies of the appropriate Prospectus and other offering materials in order to continue to make offers and sales throughout such transition period.

Intermediary Manager Agreement. The Intermediary Manager has entered into an the Intermediary Manager Agreement (the “Intermediary Manager Agreement”) with the Fund Company, dated [ ]March 31, 20232022, attached hereto as Exhibit “A.” Except as otherwise specifically stated herein, all terms used in this Agreement have the meanings provided in the Intermediary Manager Agreement. As described in the Intermediary Manager Agreement, the Fund Company has filed one or more registration statements with the SEC that are listed on Schedule 1 to the Intermediary Manager Agreement (each, a “Registration Statement”), which Schedule 1 may be amended from time to time with the written consent of the Fund Company and the Intermediary Manager to reflect any additional Registration StatementsManager. Any new Registration Statement will be added to Schedule 1 upon its initial effectiveness with the SEC. Each Registration Statement shall register a continuous an ongoing offering (each, an “Offering”) of Common Shares, which may consist of Class S, Class D and/or Class I shares of beneficial interest (the “Shares”) or additional share classes). Notwithstanding the foregoing, if any new Registration Statement is added to Schedule 1 to the Intermediary Manager Agreement, the Intermediary Manager will give the Broker Dealer written notice of such addition. Schedule 1 to the Intermediary Manager Agreement may be amended from time to time with the written consent of the Fund Company and the Intermediary Manager. However, the addition or removal of Registration Statements from Schedule 1 to the Intermediary Manager Agreement shall only apply prospectively and shall not affect the respective agreements, representations and warranties of the FundCompany, the Intermediary Manager and the Broker Dealer prior to such amendments to Schedule 1 to the Intermediary Manager Agreement. It is possible that more than one Registration Statement may be listed on Schedule 1 during times of transition from one Registration Statement to another, during which time offers or sales may be made pursuant to either Registration Statement. In such event, the Intermediary Manager shall (a) communicate to the Broker Dealer details about the transition from one Registration Statement to the next, including when sales may be made pursuant to the most recent Registration Statement and when sales will cease pursuant to the older Registration Statement and (b) provide the Broker Dealer with sufficient copies of the appropriate Prospectus and other offering materials in order to continue to make offers and sales throughout such transition period.

Intermediary Manager Agreement. The Intermediary Manager has entered into an Amended and Restated Intermediary Manager Agreement (the “Intermediary Manager Agreement”) with the Fund Company dated [ ], 20232021, attached hereto as Exhibit “A.” Except as otherwise specifically stated herein, all terms used in this Agreement have the meanings provided in the Intermediary Manager Agreement. As described in the Intermediary Manager Agreement, the Fund Company has filed one or more registration statements with the SEC that are listed on Schedule 1 to the Intermediary Manager Agreement (each, a “Registration Statement”), which Schedule 1 may shall be amended from time to time with by the written consent of the Fund and the Intermediary Manager Company to reflect any additional Registration Statements. Any new Registration Statement will be added to Schedule 1 upon its initial effectiveness with the SEC. Each Registration Statement shall register a continuous an ongoing offering (each, an “Offering”) of Common Shares, which may consist of Class S, Class D and/or Class I shares of beneficial interest (the “Shares”) or additional share classes. Notwithstanding the foregoing, if any new Registration Statement is added to Schedule 1 to the Intermediary Manager Agreement, the Intermediary Manager will give the Broker written notice of such addition. Schedule 1 to the Intermediary Manager Agreement may be amended from time to time with by the written consent of the Fund and the Intermediary ManagerCompany. However, the addition or removal of Registration Statements from Schedule 1 to the Intermediary Manager Agreement shall only apply prospectively and shall not affect the respective agreements, representations and warranties of the FundCompany, the Intermediary Manager and the Broker prior to such amendments to Schedule 1 to the Intermediary Manager Agreement. It is possible that more than one Registration Statement may be listed on Schedule 1 during times of transition from one Registration Statement to another, during which time offers or sales may be made pursuant to either Registration Statement. In such event, the Intermediary Manager shall (a) communicate to the Broker details about the transition from one Registration Statement to the next, including when sales may be made pursuant to the most recent Registration Statement and when sales will cease pursuant to the older Registration Statement and (b) provide the Broker with sufficient copies of the appropriate Prospectus and other offering materials in order to continue to make offers and sales throughout such transition period.

Intermediary Manager Agreement. The Intermediary Manager has entered into an Intermediary Manager Agreement (the “Intermediary Manager Agreement”) with the Fund Company dated [ ], 20232022, attached hereto as Exhibit “A.” Except as otherwise specifically stated herein, all terms used in this Selected Intermediary Agreement (the “Agreement”) have the meanings provided in the Intermediary Manager Agreement. As described in the Intermediary Manager Agreement, the Fund Company has filed one or more registration statements with the SEC that are listed on Schedule 1 to referenced in the Intermediary Manager Agreement (each, a “Registration Statement”), which Schedule 1 may shall be amended from time deemed to time with the written consent of the Fund and the Intermediary Manager to reflect include any additional Registration Statements. Any new Registration Statement will be added to Schedule 1 Statements upon its initial effectiveness with the SEC. Each Registration Statement shall register a continuous an ongoing offering (each, an “Offering”) of Common Shares, which may consist of Class S, Class D and/or Class I shares of beneficial interest (the “Shares”) or additional share classes. Notwithstanding the foregoing, if any new Registration Statement is added to Schedule 1 to filed by the Intermediary Manager AgreementCompany, the Intermediary Manager Company will give the Broker written notice of such addition. Schedule 1 to the Intermediary Manager Agreement may be amended from time to time with the written consent of the Fund and the Intermediary Manager. However, the addition or removal of Registration Statements from Schedule 1 to use in connection with the Intermediary Manager Agreement Offering shall only apply prospectively and shall not affect the respective agreements, representations and warranties of the FundCompany, the Intermediary Manager and the Broker prior to such amendments to Schedule 1 to the Intermediary Manager Agreementchanges. It is possible that more than one Registration Statement may be listed on Schedule 1 in effect during times of transition from one Registration Statement to another, during which time offers or sales may be made pursuant to either Registration Statement. In such event, the Intermediary Manager Company shall (a) communicate to the Broker details about the transition from one Registration Statement to the next, including when sales may be made pursuant to the most recent Registration Statement and when sales will cease pursuant to the older Registration Statement and (b) provide the Broker with sufficient copies of the appropriate Prospectus and other offering materials in order to continue to make offers and sales throughout such transition period.

Intermediary Manager Agreement. The Intermediary Manager has entered into an Amended and Restated Intermediary Manager Agreement (the “Intermediary Manager Agreement”) with the Fund Company dated [ ], 20232020, attached hereto as Exhibit “A.” Except as otherwise specifically stated herein, all terms used in this Agreement have the meanings provided in the Intermediary Manager Agreement. As described in the Intermediary Manager Agreement, the Fund Company has filed one or more registration statements with the SEC that are listed on Schedule 1 to the Intermediary Manager Agreement (each, a “Registration Statement”), which Schedule 1 may be amended from time to time with the written consent of the Fund Company and the Intermediary Manager to reflect any additional Registration StatementsManager. Any new Registration Statement will be added to Schedule 1 upon its initial effectiveness with the SEC. Each Registration Statement shall register a continuous an ongoing offering (each, an “Offering”) of Common Shares, which may consist of Class S, Class D and/or Class I shares of beneficial interest (the “Shares”) or additional share classes. Notwithstanding the foregoing, if any new Registration Statement is added to Schedule 1 to the Intermediary Manager Agreement, the Intermediary Manager will give the Broker written notice of such addition. Schedule 1 to the Intermediary Manager Agreement may be amended from time to time with the written consent of the Fund Company and the Intermediary Manager. However, the addition or removal of Registration Statements from Schedule 1 to the Intermediary Manager Agreement shall only apply prospectively and shall not affect the respective agreements, representations and warranties of the FundCompany, the Intermediary Manager and the Broker prior to such amendments to Schedule 1 to the Intermediary Manager Agreement. It is possible that more than one Registration Statement may be listed on Schedule 1 during times of transition from one Registration Statement to another, during which time offers or sales may be made pursuant to either Registration Statement. In such event, the Intermediary Manager shall (a) communicate to the Broker details about the transition from one Registration Statement to the next, including when sales may be made pursuant to the most recent Registration Statement and when sales will cease pursuant to the older Registration Statement and (b) provide the Broker with sufficient copies of the appropriate Prospectus and other offering materials in order to continue to make offers and sales throughout such transition period.

Intermediary Manager Agreement. The Intermediary Manager has entered into an Amended and Restated Intermediary Manager Agreement (the “Intermediary Manager Agreement”) with the Fund Company dated [ ]March 1, 2023, attached hereto as Exhibit “A.” Except as otherwise specifically stated herein, all terms used in this Selected Intermediary Agreement (the “Agreement”) have the meanings provided in the Intermediary Manager Agreement. As described in the Intermediary Manager Agreement, the Fund Company has filed one or more registration statements with the SEC that are listed on Schedule 1 to referenced in the Intermediary Manager Agreement (each, a “Registration Statement”), which Schedule 1 may shall be amended from time deemed to time with the written consent of the Fund and the Intermediary Manager to reflect include any additional Registration Statements. Any new Registration Statement will be added to Schedule 1 Statements upon its initial effectiveness with the SEC. Each Registration Statement shall register a continuous an ongoing offering (each, an “Offering”) of Common Shares, which may consist of Class S, Class D and/or Class I shares of beneficial interest (the “Shares”) or additional share classes. Notwithstanding the foregoing, if any new Registration Statement is added to Schedule 1 to filed by the Intermediary Manager AgreementCompany, the Intermediary Manager Company will give the Broker written notice of such addition. Schedule 1 to the Intermediary Manager Agreement may be amended from time to time with the written consent of the Fund and the Intermediary Manager. However, the addition or removal of Registration Statements from Schedule 1 to use in connection with the Intermediary Manager Agreement Offering shall only apply prospectively and shall not affect the respective agreements, representations and warranties of the FundCompany, the Intermediary Manager and the Broker prior to such amendments to Schedule 1 to the Intermediary Manager Agreementchanges. It is possible that more than one Registration Statement may be listed on Schedule 1 in effect during times of transition from one Registration Statement to another, during which time offers or sales may be made pursuant to either Registration Statement. In such event, the Intermediary Manager Company shall (a) communicate to the Broker details about the transition from one Registration Statement to the next, including when sales may be made pursuant to the most recent Registration Statement and when sales will cease pursuant to the older Registration Statement and (b) provide the Broker with sufficient copies of the appropriate Prospectus and other offering materials in order to continue to make offers and sales throughout such transition period.

Intermediary Manager Agreement. The Intermediary Manager has entered into an Intermediary Manager Agreement (the “Intermediary Manager Agreement”) with the Fund dated [ ]April 24, 2023, attached hereto as Exhibit “A.” Except as otherwise specifically stated herein, all terms used in this Agreement have the meanings provided in the Intermediary Manager Agreement. As described in the Intermediary Manager Agreement, the Fund has filed one or more registration statements with the SEC that are listed on Schedule 1 to the Intermediary Manager Agreement (each, a “Registration Statement”), which Schedule 1 may be amended from time to time with the written consent of the Fund and the Intermediary Manager to reflect any additional Registration Statements. Any new Registration Statement will be added to Schedule 1 upon its initial effectiveness with the SEC. Each Registration Statement shall register a continuous offering (each, an “Offering”) of Common Shares, which may consist of Class S, Class D and/or Class I shares of beneficial interest (the “Shares”) or additional share classes. Notwithstanding the foregoing, if any new Registration Statement is added to Schedule 1 to the Intermediary Manager Agreement, the Intermediary Manager will give the Broker written notice of such addition. Schedule 1 to the Intermediary Manager Agreement may be amended from time to time with the written consent of the Fund and the Intermediary Manager. However, the addition or removal of Registration Statements from Schedule 1 to the Intermediary Manager Agreement shall only apply prospectively and shall not affect the respective agreements, representations and warranties of the Fund, the Intermediary Manager and the Broker prior to such amendments to Schedule 1 to the Intermediary Manager Agreement. It is possible that more than one Registration Statement may be listed on Schedule 1 during times of transition from one Registration Statement to another, during which time offers or sales may be made pursuant to either Registration Statement. In such event, the Intermediary Manager shall (a) communicate to the Broker details about the transition from one Registration Statement to the next, including when sales may be made pursuant to the most recent Registration Statement and when sales will cease pursuant to the older Registration Statement and (b) provide the Broker with sufficient copies of the appropriate Prospectus and other offering materials in order to continue to make offers and sales throughout such transition period.