Common use of Offering and Sale of Shares Clause in Contracts

Offering and Sale of Shares. (a) The Sub-Distribution Agent is hereby appointed by the Distributor as a non-exclusive selling agent for an indefinite period of time (the “Offering Period”) for the purpose of finding acceptable subscribers for Shares. (b) It is understood that the Sub-Distribution Agent may distribute Offering Materials to potential investors and to customers that have an account with the Sub-Distribution Agent or its Affiliates that may not be pre-qualified as eligible to invest in the Fund, provided that the Sub-Distribution Agent shall obtain appropriate representations from each customer as to its eligibility to invest in the Fund in connection with such customer’s subscription for Shares. Sub-Distribution Agent agrees that it will sell Shares only to its customers reasonably believed to qualify as “qualified clients” as that term is defined by Rule 205-3 under the Advisers Act. (c) It is understood that the Sub-Distribution Agent has no commitment with regard to the sale of the Shares other than to use reasonable efforts and its good faith judgment in soliciting investments in the Shares. It is understood that the Sub-Distribution Agent’s agreement to use reasonable efforts to find subscribers for Shares shall not prevent the Sub-Distribution Agent from acting as a selling agent or underwriter for the securities of other issuers, which may be offered or sold during the term hereof. (d) The Sub-Distribution Agent shall be under no obligation to continue to market the Shares if, in its sole judgment, it believes that doing so would be impracticable, uneconomical or inappropriate, in view of such considerations as it may feel relevant. (e) It is understood that the Sub-Distribution Agent intends to offer and sell Shares of the Fund solely to customers who subscribe for and hold such Shares through accounts for Xxxxxxx Xxxxx Personal Advisor or other managed account programs sponsored by the Sub-Distribution Agent or its affiliates (“Managed Account Program”) that are subject to an asset-based program fee (“Managed Account”). (f) In addition to the Sub-Distribution Agent’s distribution activities, the Sub-Distribution Agent shall perform the following services: (i) assisting prospective Customer Shareholders regarding their investment decisions; (ii) providing administrative, operational and infrastructure support for the selling of Shares and settlement of Fund transactions with Customer Shareholders, as may be mutually agreed; (iii) assisting in the enhancement of relations and communications between Customer Shareholders and the Fund; (iv) assisting in the establishment and maintenance of Customer Shareholders’ accounts with the Fund, including notifying the Distributor of any changes in the account information of a Customer Shareholder; (v) assisting in receiving and forwarding purchase and repurchase requests and payments to and from Customer Shareholders; (vi) consulting with the Distributor and its affiliates regarding investor satisfaction; (vii) providing other Customer Shareholder relations services, such as responding to Customer Shareholder inquiries; and (viii) providing such other similar services as may be mutually agreed by the Distributor and the Sub-Distribution Agent. (g) The Distributor acknowledges and agrees that none of the Sub-Distribution Agent, any of its respective affiliates or any owner, officer, employee or representatives of the foregoing in its capacity as such (collectively, “Sub-Distribution Agent Parties”) has any responsibility for (among other things) the Shares, the Fund or the performance of an investment in the Shares, including, without limitation, any responsibility for the sponsorship or management of the Fund, the business terms of the Fund, the selection of the Fund’s investments, the performance of the Fund or disclosures concerning the Fund (other than the SDA Supplied Information). (h) The Sub-Distribution Agent and the Distributor agree that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. (i) The Sub-Distribution Agent agrees to offer and sell Shares only at the regular public offering price applicable to such Shares and in effect at the time of each transaction. The procedures relating to all orders and the handling of each order (including the effective time of orders received from the Sub-Distribution Agent) are subject to: (i) the terms of the Prospectus and this Agreement; and (ii) the subscription documents for the Fund, as supplemented or amended from time to time; provided that to the extent that the Prospectus contains provisions that are inconsistent with such terms in this Agreement or any other document, the terms of the Prospectus shall be controlling. The Sub-Distribution Agent further acknowledges and agrees that any Shares issued to a Customer Shareholder shall be subject to the Fund’s organizational documents. (j) All orders for the purchase and sale of Shares are subject to acceptance by Distributor in its sole discretion and become effective upon written confirmation by Distributor. Distributor reserves the right not to accept any specific order for the purchase or sale of Shares. (k) The Sub-Distribution Agent agrees that payment for orders from Customer Shareholders for the purchase of Shares will be made as described in the Prospectus or as otherwise agreed by the Distributor and the Sub-Distribution Agent herein and from time to time. On the date on which payment for Shares is to be received, the Sub-Distribution Agent will remit to an account designated by the Distributor the purchase order amount due the Fund with respect to the issuance of Shares as determined by the Distributor in accordance with the terms of the Prospectus. If payment for any purchase order is not so received, the Distributor may cancel the sale without notice. (l) The Sub-Distribution Agent agrees to record on the order the date on which the order for the purchase or sale of Shares was received by the Sub-Distribution Agent, and to forward promptly such orders to Distributor in time for processing at the public offering price next determined after receipt of such orders by the Sub-Distribution Agent, in each case as described in the Prospectus and as contemplated by the terms of this Agreement. (m) The Sub-Distribution Agent agrees to maintain records of all purchases and sales of Shares made through the Sub-Distribution Agent and upon request from a regulatory authority or as required under applicable law to furnish such regulatory authority with copies of such records. (n) The Sub-Distribution Agent agrees that it will not make any conditional orders for the purchase or repurchase of Shares and acknowledges that Distributor will not accept conditional orders for Shares. (o) It is understood that the then-current offering price for Shares will generally not be known until approximately 30 days after the effective date of the Share purchase in accordance with the terms of the Prospectus, or as is otherwise disclosed in the Prospectus from time to time. The parties each acknowledge and agree that purchase orders for Shares will generally be made and accepted for a fixed dollar amount, with the number of Shares to be credited to an investor’s account determined upon subsequent finalization of the then-current public offering price of Shares. Distributor agrees to notify investors promptly of the number of Shares received upon the finalization of the offering price. (p) In all offers and sales of the Shares by Sub-Distribution Agent, Sub-Distribution Agent will not act as broker or agent for, or employee of, Distributor or the Fund and Sub-Distribution Agent will not represent to any third party that Sub-Distribution Agent has such authority or is acting in such capacity. (q) Distributor reserves the right at any time to suspend the sale of Shares or to withdraw or limit the offering of Shares, and, if Distributor exercises this right, Distributor shall provide to Sub-Distribution Agent prompt written notice of such exercise. (r) Sub-Distribution Agent acknowledges that tender offers for the repurchase of Shares may be made by the Fund, and, if made, will be made subject to the terms summarized in the Prospectus and provided in the tender offer materials and that, as such, the Fund will only make repurchase offers when authorized by the Fund Board. Sub-Distribution Agent expressly acknowledges and understands that Shares will not be repurchased by Distributor or the Fund (other than through tender offers from time to time, if any) and that no secondary market for the Shares exists currently or is expected to develop. (s) In the event that the Sub-Distribution Agent has been notified by the Distributor of a tender offer, the Sub-Distribution Agent agrees to accept Customer Shareholders’ tenders of Shares and withdrawals of tenders of Shares, and to handle or process such tenders and withdrawals, in accordance with the terms of the applicable tender offer. (t) The Sub-Distribution Agent acknowledges that (i) the Fund is relying on an exemptive order, issued by the SEC on December 26, 2012, in order to offer investors multiple classes of shares (the “Multi-Class Order”) and (ii) it has received a copy of the Multi-Class Order. The Sub-Distribution Agent acknowledges that all offers and sales of Shares pursuant to this Agreement are subject to the terms and conditions in the Multi-Class Order, and the Sub-Distribution Agent agrees to comply with Rule 22d-1 under the 1940 Act as if that rule applied to closed-end management investment companies, and such other conditions of the Multi-Class Order that (y) pursuant to the terms of the Multi-Class Order (or underlying law or regulation referenced therein), are expressly applicable to the activities of the Sub-Distribution Agent hereunder and (z) are communicated in writing by the Fund or the Distributor to the Sub-Distribution Agent. The Sub-Distribution Agent will comply with the NASD Conduct Rule 2830, as amended from time to time, as if that rule applied to all closed-end management investment companies, and the Sub-Distribution Agent will not knowingly take any action that would prevent the Fund from complying with the terms and conditions in the Multi-Class Order.

Offering and Sale of Shares. (a) The Sub-Distribution Agent is hereby appointed by the Distributor as a non-exclusive selling agent for an indefinite period of time (the “Offering Period”) for the purpose of finding acceptable subscribers for Shares. (b) It is understood that the Sub-Distribution Agent may distribute Offering Materials to potential investors and to customers that have an account with the Sub-Distribution Agent or its Affiliates that may not be pre-qualified as eligible to invest in the Fund, provided that the Sub-Distribution Agent shall obtain appropriate representations from each customer as to its eligibility to invest in the Fund in connection with such customer’s subscription for Shares. Sub-Distribution Agent agrees that it will sell Shares only to its customers reasonably believed to qualify as “qualified clients” as that term is defined by Rule 205-3 under the Advisers Act. (c) It is understood that the Sub-Distribution Agent has no commitment with regard to the sale of the Shares other than to use reasonable efforts and its good faith judgment in soliciting investments in the Shares. It is understood that the Sub-Distribution Agent’s agreement to use reasonable efforts to find subscribers for Shares shall not prevent the Sub-Distribution Agent from acting as a selling agent or underwriter for the securities of other issuers, which may be offered or sold during the term hereof. (d) The Sub-Distribution Agent shall be under no obligation to continue to market the Shares if, in its sole judgment, it believes that doing so would be impracticable, uneconomical or inappropriate, in view of such considerations as it may feel relevant. (e) It is understood that the Sub-Distribution Agent intends to offer and sell Shares of the Fund solely to customers who subscribe for and hold such Shares through accounts for Xxxxxxx Xxxxx Personal Advisor or other managed account programs sponsored by the Sub-Distribution Agent or its affiliates (“Managed Account Program”) that are subject to an asset-based program fee (“Managed Account”). (f) In addition to the Sub-Distribution Agent’s distribution activities, the Sub-Distribution Agent shall perform the following services: (i) assisting prospective Customer Shareholders regarding their investment decisions; (ii) providing administrative, operational and infrastructure support for the selling of Shares and settlement of Fund transactions with Customer Shareholders, as may be mutually agreed; (iii) assisting in the enhancement of relations and communications between Customer Shareholders and the Fund; (iv) assisting in the establishment and maintenance of Customer Shareholders’ accounts with the Fund, including notifying the Distributor of any changes in the account information of a Customer Shareholder; (v) assisting in receiving and forwarding purchase and repurchase requests and payments to and from Customer Shareholders; (vi) consulting with the Distributor and its affiliates regarding investor satisfaction; (vii) providing other Customer Shareholder relations services, such as responding to Customer Shareholder inquiries; and (viii) providing such other similar services as may be mutually agreed by the Distributor and the Sub-Distribution Agent. (gf) The Distributor acknowledges and agrees that none of the Sub-Distribution Agent, any of its respective affiliates or any owner, officer, employee or representatives of the foregoing in its capacity as such (collectively, “Sub-Distribution Agent Parties”) has any responsibility for (among other things) the Shares, the Fund or the performance of an investment in the Shares, including, without limitation, any responsibility for the sponsorship or management of the Fund, the business terms of the Fund, the selection of the Fund’s investments, the performance of the Fund or disclosures concerning the Fund (other than the SDA Supplied Information). (hg) The Sub-Distribution Agent and the Distributor agree that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. (ih) The Sub-Distribution Agent agrees to offer and sell Shares only at the regular public offering price applicable to such Shares and in effect at the time of each transaction. The procedures relating to all orders and the handling of each order (including the effective time of orders received from the Sub-Distribution Agent) are subject to: (i) the terms of the Prospectus and this Agreement; and (ii) the subscription documents for the Fund, as supplemented or amended from time to time; provided that to the extent that the Prospectus contains provisions that are inconsistent with such terms in this Agreement or any other document, the terms of the Prospectus shall be controlling. The Sub-Distribution Agent further acknowledges and agrees that any Shares issued to a Customer Shareholder shall be subject to the Fund’s organizational documents. (ji) All orders for the purchase and sale of Shares are subject to acceptance by Distributor in its sole discretion and become effective upon written confirmation by Distributor. Distributor reserves the right not to accept any specific order for the purchase or sale of Shares. (kj) The Sub-Distribution Agent agrees that payment for orders from Customer Shareholders for the purchase of Shares will be made as described in the Prospectus or as otherwise agreed by the Distributor and the Sub-Distribution Agent herein and from time to time. On the date on which payment for Shares is to be received, the Sub-Distribution Agent will remit to an account designated by the Distributor the purchase order amount due the Fund with respect to the issuance of Shares as determined by the Distributor in accordance with the terms of the Prospectus. If payment for any purchase order is not so received, the Distributor may cancel the sale without notice. (lk) The Sub-Distribution Agent agrees to record on the order the date on which the order for the purchase or sale of Shares was received by the Sub-Distribution Agent, and to forward promptly such orders to Distributor in time for processing at the public offering price next determined after receipt of such orders by the Sub-Distribution Agent, in each case as described in the Prospectus and as contemplated by the terms of this Agreement. (ml) The Sub-Distribution Agent agrees to maintain records of all purchases and sales of Shares made through the Sub-Distribution Agent and upon request from a regulatory authority or as required under applicable law to furnish such regulatory authority with copies of such records. (nm) The Sub-Distribution Agent agrees that it will not make any conditional orders for the purchase or repurchase of Shares and acknowledges that Distributor will not accept conditional orders for Shares. (on) It is understood that the then-current offering price for Shares will generally not be known until approximately 30 days after the effective date of the Share purchase in accordance with the terms of the Prospectus, or as is otherwise disclosed in the Prospectus from time to time. The parties each acknowledge and agree that purchase orders for Shares will generally be made and accepted for a fixed dollar amount, with the number of Shares to be credited to an investor’s account determined upon subsequent finalization of the then-current public offering price of Shares. Distributor agrees to notify investors promptly of the number of Shares received upon the finalization of the offering price. (po) In all offers and sales of the Shares by Sub-Distribution Agent, Sub-Distribution Agent will not act as broker or agent for, or employee of, Distributor or the Fund and Sub-Distribution Agent will not represent to any third party that Sub-Distribution Agent has such authority or is acting in such capacity. (qp) Distributor reserves the right at any time to suspend the sale of Shares or to withdraw or limit the offering of Shares, and, if Distributor exercises this right, Distributor shall provide to Sub-Distribution Agent prompt written notice of such exercise. (rq) Sub-Distribution Agent acknowledges that tender offers for the repurchase of Shares may be made by the Fund, and, if made, will be made subject to the terms summarized in the Prospectus and provided in the tender offer materials and that, as such, the Fund will only make repurchase offers when authorized by the Fund Board. Sub-Distribution Agent expressly acknowledges and understands that Shares will not be repurchased by Distributor or the Fund (other than through tender offers from time to time, if any) and that no secondary market for the Shares exists currently or is expected to develop. (sr) In the event that the Sub-Distribution Agent has been notified by the Distributor of a tender offer, the Sub-Distribution Agent agrees to accept Customer Shareholders’ tenders of Shares and withdrawals of tenders of Shares, and to handle or process such tenders and withdrawals, in accordance with the terms of the applicable tender offer. (t) The Sub-Distribution Agent acknowledges that (i) the Fund is relying on an exemptive order, issued by the SEC on December 26, 2012, in order to offer investors multiple classes of shares (the “Multi-Class Order”) and (ii) it has received a copy of the Multi-Class Order. The Sub-Distribution Agent acknowledges that all offers and sales of Shares pursuant to this Agreement are subject to the terms and conditions in the Multi-Class Order, and the Sub-Distribution Agent agrees to comply with Rule 22d-1 under the 1940 Act as if that rule applied to closed-end management investment companies, and such other conditions of the Multi-Class Order that (y) pursuant to the terms of the Multi-Class Order (or underlying law or regulation referenced therein), are expressly applicable to the activities of the Sub-Distribution Agent hereunder and (z) are communicated in writing by the Fund or the Distributor to the Sub-Distribution Agent. The Sub-Distribution Agent will comply with the NASD Conduct Rule 2830, as amended from time to time, as if that rule applied to all closed-end management investment companies, and the Sub-Distribution Agent will not knowingly take any action that would prevent the Fund from complying with the terms and conditions in the Multi-Class Order.

Offering and Sale of Shares. (a) The Sub-Distribution Agent Underwriter is hereby appointed by the Distributor as a non-exclusive selling agent for an indefinite Underwriter of the Company during the offering period of time specified in the Prospectus (the “"Offering Period”") for the purpose of finding acceptable subscribers for Shares. (b) It is understood that up to the Sub-Distribution Agent may distribute Offering Materials number of Shares set forth on page 1 hereof through a public offering. Subject to potential investors the performance by the Company of its obligations to be performed hereunder and to customers that have an account with the Sub-Distribution Agent or its Affiliates that may not be pre-qualified as eligible to invest completeness and accuracy in all material respects of all the Fund, provided that the Sub-Distribution Agent shall obtain appropriate representations from each customer as to its eligibility to invest in the Fund in connection with such customer’s subscription for Shares. Sub-Distribution Agent agrees that it will sell Shares only to its customers reasonably believed to qualify as “qualified clients” as that term is defined by Rule 205-3 under the Advisers Act. (c) It is understood that the Sub-Distribution Agent has no commitment with regard to the sale and warranties of the Shares other than Company contained herein, the Underwriter hereby accepts such agency and agrees on the terms and conditions herein set forth to use reasonable its best efforts and its good faith judgment in soliciting investments in during the SharesOffering Period to find acceptable subscribers for the Shares at a public offering price of $5.00 per Share. It is understood that the Sub-Distribution Agent’s Underwriter's agreement to use reasonable its best efforts to find acceptable subscribers for the Shares shall not prevent the Sub-Distribution Agent it from acting as a selling agent Underwriter or underwriter for the securities of other issuers, issuers which may be offered or sold during the term hereofOffering Period. The agency of the Underwriter hereunder shall continue until the close of business on the later of the Offering Termination Date (as defined below) and the Closing Date, or such later date as the Underwriter and the Company shall agree upon (the date on which the Offering Period terminates being hereinafter referred to as the "Offering Termination Date"), including such additional period as may be required to effect the closing of the sale of the Shares. The Company will pay the Underwriter at Closing Time compensation in an amount equal to eight percent (8%) of the gross sales price of each Share sold. In addition, in the event the Minimum Shares are sold, the Company will pay to the Underwriter at Closing Time a Common Stock Purchase Warrant, in the form attached hereto as Annex A (the "Warrant"), for the purchase of 100,000 shares of Common Stock at a purchase price of $5.00 per share. The Warrant shall be exercisable for a period of 5 years from the date of issuance. (b) In the event the offering is commenced and acceptable subscriptions for at least 1,250,000 Shares (the "Minimum Shares") shall not have been received prior to the end of the Offering Period (unless extended by the Company as contemplated by the Prospectus), all funds received from subscribers shall be returned in full, with any interest payable thereon (except as otherwise described in the Prospectus) and without deduction for any escrow or other fee or expense; and thereupon the Underwriter's duties as agent and this Agreement shall terminate without further obligation hereunder on the part of the Underwriter or the Company. (c) On the Offering Termination Date or at such earlier time as (i) subscriptions for the Shares shall have been received, or (ii) as the Company may determine to terminate the offering, or at such later date should the Company extend the offering as contemplated by the Prospectus, the Company shall notify the Underwriter of the aggregate number of Shares for which the Company has received acceptable subscriptions and, if at least the Minimum Shares shall have been so subscribed for, then payment of the purchase price for the Shares shall be made at the office of Xxxxxxx Xxxxx & Xxxxx LLP, 5000 Columbia Center, 000 Xxxxx Xxxxxx, Xxxxxxx, XX 00000, or at such other place as shall be agreed upon between the Underwriter and the Company, at 10:00 A.M., Pacific Standard Time ("PST"), on such day (the "Closing Date") and time (the "Closing Time") as shall be agreed upon between the Underwriter and the Company (not later than three (3) business days after the end of the Offering Period). (d) The Sub-Distribution Agent shall be under no obligation to continue to market the Shares if, in its sole judgment, it believes that doing so would be impracticable, uneconomical or inappropriate, in view of such considerations Except as it may feel relevant. (e) It is understood that the Sub-Distribution Agent intends to offer and sell Shares of the Fund solely to customers who subscribe for and hold such Shares through accounts for Xxxxxxx Xxxxx Personal Advisor or other managed account programs sponsored by the Sub-Distribution Agent or its affiliates (“Managed Account Program”) that are subject to an asset-based program fee (“Managed Account”). (f) In addition to the Sub-Distribution Agent’s distribution activitiesset forth herein, the Sub-Distribution Agent Company shall perform the following services: (i) assisting prospective Customer Shareholders regarding their investment decisions; (ii) providing administrative, operational and infrastructure support for the selling of Shares and settlement of Fund transactions with Customer Shareholders, as may not be mutually agreed; (iii) assisting in the enhancement of relations and communications between Customer Shareholders and the Fund; (iv) assisting in the establishment and maintenance of Customer Shareholders’ accounts with the Fund, including notifying the Distributor of any changes in the account information of a Customer Shareholder; (v) assisting in receiving and forwarding purchase and repurchase requests and payments to and from Customer Shareholders; (vi) consulting with the Distributor and its affiliates regarding investor satisfaction; (vii) providing other Customer Shareholder relations services, such as responding to Customer Shareholder inquiries; and (viii) providing such other similar services as may be mutually agreed by the Distributor and the Sub-Distribution Agent. (g) The Distributor acknowledges and agrees that none of the Sub-Distribution Agent, any of its respective affiliates or any owner, officer, employee or representatives of the foregoing in its capacity as such (collectively, “Sub-Distribution Agent Parties”) has any responsibility for (among other things) the Shares, the Fund or the performance of an investment in the Shares, including, without limitation, any responsibility for the sponsorship or management of the Fund, the business terms of the Fund, the selection of the Fund’s investments, the performance of the Fund or disclosures concerning the Fund (other than the SDA Supplied Information). (h) The Sub-Distribution Agent and the Distributor agree that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. (i) The Sub-Distribution Agent agrees to offer and sell Shares only at the regular public offering price applicable to such Shares and in effect at the time of each transaction. The procedures relating to all orders and the handling of each order (including the effective time of orders received from the Sub-Distribution Agent) are subject to: (i) the terms of the Prospectus and this Agreement; and (ii) the subscription documents for the Fund, as supplemented or amended from time to time; provided that to the extent that the Prospectus contains provisions that are inconsistent with such terms in this Agreement or any other document, the terms of the Prospectus shall be controlling. The Sub-Distribution Agent further acknowledges and agrees that any Shares issued to a Customer Shareholder shall be subject to the Fund’s organizational documents. (j) All orders for the purchase and sale of Shares are subject to acceptance by Distributor in its sole discretion and become effective upon written confirmation by Distributor. Distributor reserves the right not to accept any specific order for the purchase or sale of Shares. (k) The Sub-Distribution Agent agrees that payment for orders from Customer Shareholders for the purchase of Shares will be made as described in the Prospectus or as otherwise agreed by the Distributor and the Sub-Distribution Agent herein and from time to time. On the date on which payment for Shares is to be received, the Sub-Distribution Agent will remit to an account designated by the Distributor the purchase order amount due the Fund with respect to the issuance of Shares as determined by the Distributor in accordance with the terms of the Prospectus. If payment responsible for any purchase order is not so received, the Distributor may cancel the sale without noticecommissions. (l) The Sub-Distribution Agent agrees to record on the order the date on which the order for the purchase or sale of Shares was received by the Sub-Distribution Agent, and to forward promptly such orders to Distributor in time for processing at the public offering price next determined after receipt of such orders by the Sub-Distribution Agent, in each case as described in the Prospectus and as contemplated by the terms of this Agreement. (m) The Sub-Distribution Agent agrees to maintain records of all purchases and sales of Shares made through the Sub-Distribution Agent and upon request from a regulatory authority or as required under applicable law to furnish such regulatory authority with copies of such records. (n) The Sub-Distribution Agent agrees that it will not make any conditional orders for the purchase or repurchase of Shares and acknowledges that Distributor will not accept conditional orders for Shares. (o) It is understood that the then-current offering price for Shares will generally not be known until approximately 30 days after the effective date of the Share purchase in accordance with the terms of the Prospectus, or as is otherwise disclosed in the Prospectus from time to time. The parties each acknowledge and agree that purchase orders for Shares will generally be made and accepted for a fixed dollar amount, with the number of Shares to be credited to an investor’s account determined upon subsequent finalization of the then-current public offering price of Shares. Distributor agrees to notify investors promptly of the number of Shares received upon the finalization of the offering price. (p) In all offers and sales of the Shares by Sub-Distribution Agent, Sub-Distribution Agent will not act as broker or agent for, or employee of, Distributor or the Fund and Sub-Distribution Agent will not represent to any third party that Sub-Distribution Agent has such authority or is acting in such capacity. (q) Distributor reserves the right at any time to suspend the sale of Shares or to withdraw or limit the offering of Shares, and, if Distributor exercises this right, Distributor shall provide to Sub-Distribution Agent prompt written notice of such exercise. (r) Sub-Distribution Agent acknowledges that tender offers for the repurchase of Shares may be made by the Fund, and, if made, will be made subject to the terms summarized in the Prospectus and provided in the tender offer materials and that, as such, the Fund will only make repurchase offers when authorized by the Fund Board. Sub-Distribution Agent expressly acknowledges and understands that Shares will not be repurchased by Distributor or the Fund (other than through tender offers from time to time, if any) and that no secondary market for the Shares exists currently or is expected to develop. (s) In the event that the Sub-Distribution Agent has been notified by the Distributor of a tender offer, the Sub-Distribution Agent agrees to accept Customer Shareholders’ tenders of Shares and withdrawals of tenders of Shares, and to handle or process such tenders and withdrawals, in accordance with the terms of the applicable tender offer. (t) The Sub-Distribution Agent acknowledges that (i) the Fund is relying on an exemptive order, issued by the SEC on December 26, 2012, in order to offer investors multiple classes of shares (the “Multi-Class Order”) and (ii) it has received a copy of the Multi-Class Order. The Sub-Distribution Agent acknowledges that all offers and sales of Shares pursuant to this Agreement are subject to the terms and conditions in the Multi-Class Order, and the Sub-Distribution Agent agrees to comply with Rule 22d-1 under the 1940 Act as if that rule applied to closed-end management investment companies, and such other conditions of the Multi-Class Order that (y) pursuant to the terms of the Multi-Class Order (or underlying law or regulation referenced therein), are expressly applicable to the activities of the Sub-Distribution Agent hereunder and (z) are communicated in writing by the Fund or the Distributor to the Sub-Distribution Agent. The Sub-Distribution Agent will comply with the NASD Conduct Rule 2830, as amended from time to time, as if that rule applied to all closed-end management investment companies, and the Sub-Distribution Agent will not knowingly take any action that would prevent the Fund from complying with the terms and conditions in the Multi-Class Order.

Offering and Sale of Shares. (a) The Sub-Distribution Agent is hereby appointed by the Distributor as a non-exclusive selling agent for an indefinite period of time (the “Offering Period”) for the purpose of finding acceptable subscribers for Shares. (b) It is understood that the Sub-Distribution Agent may distribute Offering Materials to potential investors and to customers that have an account with the Sub-Distribution Agent or its Affiliates that may not be pre-qualified as eligible to invest in the Fund, provided that the Sub-Distribution Agent shall obtain appropriate representations from each customer as to its eligibility to invest in the Fund in connection with such customer’s subscription for Shares. Sub-Distribution Agent agrees that it will sell Shares only to its customers reasonably believed to qualify as “qualified clients” as that term is defined by Rule 205-3 under the Advisers Act. (c) It is understood that the Sub-Distribution Agent has no commitment with regard to the sale of the Shares other than to use reasonable efforts and its good faith judgment in soliciting investments in the Shares. It is understood that the Sub-Distribution Agent’s agreement to use reasonable efforts to find subscribers for Shares shall not prevent the Sub-Distribution Agent from acting as a selling agent or underwriter for the securities of other issuers, which may be offered or sold during the term hereof. (d) The Sub-Distribution Agent shall be under no obligation to continue to market the Shares if, in its sole judgment, it believes that doing so would be impracticable, uneconomical or inappropriate, in view of such considerations as it may feel relevant. (e) It is understood that the Sub-Distribution Agent intends to offer and sell Shares of the Fund solely to customers who subscribe for and hold such Shares through accounts for Xxxxxxx Xxxxx Personal Advisor or other managed account programs sponsored by the Sub-Distribution Agent or its affiliates (“Managed Account Program”) that are subject to an asset-based program fee (“Managed Account”). (f) In addition to the Sub-Distribution Agent’s distribution activities, the Sub-Distribution Agent shall perform the following services: (i) assisting prospective Customer Shareholders regarding their investment decisions; (ii) providing administrative, operational and infrastructure support for the selling of Shares and settlement of Fund transactions with Customer Shareholders, as may be mutually agreed; (iii) assisting in the enhancement of relations and communications between Customer Shareholders and the Fund; (iv) assisting in the establishment and maintenance of Customer Shareholders’ accounts with the Fund, including notifying the Distributor of any changes in the account information of a Customer Shareholder; (v) assisting in receiving and forwarding purchase and repurchase requests and payments to and from Customer Shareholders; (vi) consulting with the Distributor and its affiliates regarding investor satisfaction; (vii) providing other Customer Shareholder relations services, such as responding to Customer Shareholder inquiries; and (viii) providing such other similar services as may be mutually agreed by the Distributor and the Sub-Distribution Agent. (gf) The Distributor acknowledges and agrees that none of the Sub-Distribution Agent, any of its respective affiliates or any owner, officer, employee or representatives of the foregoing in its capacity as such (collectively, “Sub-Distribution Agent Parties”) has any responsibility for (among other things) the Shares, the Fund or the performance of an investment in the Shares, including, without limitation, any responsibility for the sponsorship or management of the Fund, the business terms of the Fund, the selection of the Fund’s investments, the performance of the Fund or disclosures concerning the Fund (other than the SDA Supplied Information). (hg) The Sub-Distribution Agent and the Distributor agree that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. (ih) The Sub-Distribution Agent agrees to offer and sell Shares only at the regular public offering price applicable to such Shares and in effect at the time of each transaction. The procedures relating to all orders and the handling of each order (including the effective time of orders received from the Sub-Distribution Agent) are subject to: (i) the terms of the Prospectus and this Agreement; and (ii) the subscription documents for the Fund, as supplemented or amended from time to time; provided that to the extent that the Prospectus contains provisions that are inconsistent with such terms in this Agreement or any other document, the terms of the Prospectus shall be controlling. The Sub-Distribution Agent further acknowledges and agrees that any Shares issued to a Customer Shareholder shall be subject to the Fund’s organizational documents. (ji) All orders for the purchase and sale of Shares are subject to acceptance by Distributor in its sole discretion and become effective upon written confirmation by Distributor. Distributor reserves the right not to accept any specific order for the purchase or sale of Shares. (kj) The Sub-Distribution Agent agrees that payment for orders from Customer Shareholders for the purchase of Shares will be made as described in the Prospectus or as otherwise agreed by the Distributor and the Sub-Distribution Agent herein and from time to time. On the date on which payment for Shares is to be received, the Sub-Distribution Agent will remit to an account designated by the Distributor the purchase order amount due the Fund with respect to the issuance of Shares as determined by the Distributor in accordance with the terms of the Prospectus. If payment for any purchase order is not so received, the Distributor may cancel the sale without notice. (lk) The Sub-Distribution Agent agrees to record on the order the date on which the order for the purchase or sale of Shares was received by the Sub-Distribution Agent, and to forward promptly such orders to Distributor in time for processing at the public offering price next determined after receipt of such orders by the Sub-Distribution Agent, in each case as described in the Prospectus and as contemplated by the terms of this Agreement. (ml) The Sub-Distribution Agent agrees to maintain records of all purchases and sales of Shares made through the Sub-Distribution Agent and upon request from a regulatory authority or as required under applicable law to furnish such regulatory authority with copies of such records. (nm) The Sub-Distribution Agent agrees that it will not make any conditional orders for the purchase or repurchase of Shares and acknowledges that Distributor will not accept conditional orders for Shares. (on) It is understood that the then-current offering price for Shares will generally not be known until approximately 30 days after the effective date of the Share purchase in accordance with the terms of the Prospectus, or as is otherwise disclosed in the Prospectus from time to time. The parties each acknowledge and agree that purchase orders for Shares will generally be made and accepted for a fixed dollar amount, with the number of Shares to be credited to an investor’s account determined upon subsequent finalization of the then-current public offering price of Shares. Distributor agrees to notify investors promptly of the number of Shares received upon the finalization of the offering price. (po) In all offers and sales of the Shares by Sub-Distribution Agent, Sub-Distribution Agent will not act as broker or agent for, or employee of, Distributor or the Fund and Sub-Distribution Agent will not represent to any third party that Sub-Distribution Agent has such authority or is acting in such capacity. (qp) Distributor reserves the right at any time to suspend the sale of Shares or to withdraw or limit the offering of Shares, and, if Distributor exercises this right, Distributor shall provide to Sub-Distribution Agent prompt written notice of such exercise. (rq) Sub-Distribution Agent acknowledges that tender offers for the repurchase of Shares may be made by the Fund, and, if made, will be made subject to the terms summarized in the Prospectus and provided in the tender offer materials and that, as such, the Fund will only make repurchase offers when authorized by the Fund Board. Sub-Distribution Agent expressly acknowledges and understands that Shares will not be repurchased by Distributor or the Fund (other than through tender offers from time to time, if any) and that no secondary market for the Shares exists currently or is expected to develop. (sr) In the event that the Sub-Distribution Agent has been notified by the Distributor of a tender offer, the Sub-Distribution Agent agrees to accept Customer Shareholders’ tenders of Shares and withdrawals of tenders of Shares, and to handle or process such tenders and withdrawals, in accordance with the terms of the applicable tender offer. (t) The Sub-Distribution Agent acknowledges that (i) the Fund is relying on an exemptive order, issued by the SEC on December 26, 2012, in order to offer investors multiple classes of shares (the “Multi-Class Order”) and (ii) it has received a copy of the Multi-Class Order. The Sub-Distribution Agent acknowledges that all offers and sales of Shares pursuant to this Agreement are subject to the terms and conditions in the Multi-Class Order, and the Sub-Distribution Agent agrees to comply with Rule 22d-1 under the 1940 Act as if that rule applied to closed-end management investment companies, and such other conditions of the Multi-Class Order that (y) pursuant to the terms of the Multi-Class Order (or underlying law or regulation referenced therein), are expressly applicable to the activities of the Sub-Distribution Agent hereunder and (z) are communicated in writing by the Fund or the Distributor to the Sub-Distribution Agent. The Sub-Distribution Agent will comply with the NASD Conduct Rule 2830, as amended from time to time, as if that rule applied to all closed-end management investment companies, and the Sub-Distribution Agent will not knowingly take any action that would prevent the Fund from complying with the terms and conditions in the Multi-Class Order.

Offering and Sale of Shares. (a) The Sub-Distribution Agent is On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, we hereby appointed by the Distributor appoint you as a non-exclusive selling agent for an indefinite period of time (selected dealer during the “Offering Period”) for the purpose of finding acceptable subscribers for Shares. (b) It is understood that the Sub-Distribution Agent may distribute Offering Materials Period to offer to potential investors and to customers that have an account with the Sub-Distribution Agent or its Affiliates that may not be pre-qualified as eligible to invest in the Fund, provided that the Sub-Distribution Agent shall obtain appropriate representations from each customer as to its eligibility to invest in the Fund in connection with such customer’s subscription for Shares. Sub-Distribution Agent agrees that it will sell Shares only to its customers reasonably believed to qualify as “qualified clients” as that term is defined by Rule 205-3 under the Advisers Act. (c) It is understood that the Sub-Distribution Agent has no commitment with regard to the sale of the Shares other than to use reasonable efforts and its good faith judgment in soliciting investments in the Shares. It is understood that the Sub-Distribution Agent’s agreement to use reasonable efforts to find subscribers for Shares shall not prevent the Sub-Distribution Agent from acting as a selling agent or underwriter for the securities of other issuers, which may be offered or sold during the term hereof. (d) The Sub-Distribution Agent shall be under no obligation to continue to market the Shares if, in its sole judgment, it believes that doing so would be impracticable, uneconomical or inappropriate, in view of such considerations as it may feel relevant. (e) It is understood that the Sub-Distribution Agent intends to offer and sell Shares of the Fund solely to customers who subscribe for and hold such Shares through accounts for Xxxxxxx Xxxxx Personal Advisor or other managed account programs sponsored by the Sub-Distribution Agent or its affiliates (“Managed Account Program”) that are subject to an asset-based program fee (“Managed Account”). (f) In addition to the Sub-Distribution Agent’s distribution activities, the Sub-Distribution Agent shall perform the following services: (i) assisting prospective Customer Shareholders regarding their investment decisions; (ii) providing administrative, operational and infrastructure support for the selling of Shares and settlement of Fund transactions with Customer Shareholders, as may be mutually agreed; (iii) assisting in the enhancement of relations and communications between Customer Shareholders and the Fund; (iv) assisting in the establishment and maintenance of Customer Shareholders’ accounts with the Fund, including notifying the Distributor of any changes in the account information of a Customer Shareholder; (v) assisting in receiving and forwarding purchase and repurchase requests and payments to and from Customer Shareholders; (vi) consulting with the Distributor and its affiliates regarding investor satisfaction; (vii) providing other Customer Shareholder relations services, such as responding to Customer Shareholder inquiries; and (viii) providing such other similar services as may be mutually agreed by the Distributor and the Sub-Distribution Agent. (g) The Distributor acknowledges and agrees that none of the Sub-Distribution Agent, any of its respective affiliates or any owner, officer, employee or representatives of the foregoing in its capacity as such (collectively, “Sub-Distribution Agent Parties”) has any responsibility for (among other things) the Shares, the Fund or the performance of an investment in the Shares, including, without limitation, any responsibility for the sponsorship or management of the Fund, the business terms of the Fund, the selection of the Fund’s investments, the performance of the Fund or disclosures concerning the Fund (other than the SDA Supplied Information). (h) The Sub-Distribution Agent and the Distributor agree that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. (i) The Sub-Distribution Agent agrees to offer and sell Shares only at the regular public offering price applicable to such Shares and in effect at the time of each transaction. The procedures relating to all orders and the handling of each order (including the effective time of orders received from the Sub-Distribution Agent) are subject to: (i) the terms of the Prospectus and this Agreement; and (ii) the subscription documents for the Fund, as supplemented or amended from time to time; provided that to the extent that the Prospectus contains provisions that are inconsistent with such terms in this Agreement or any other document, the terms of the Prospectus shall be controlling. The Sub-Distribution Agent further acknowledges and agrees that any Shares issued to a Customer Shareholder shall be subject to the Fund’s organizational documents. (j) All orders for the purchase and sale of Shares are subject to acceptance by Distributor in its sole discretion and become effective upon written confirmation by Distributor. Distributor reserves the right not to accept any specific order for the purchase or sale of Shares. (k) The Sub-Distribution Agent agrees that payment for orders from Customer Shareholders for the purchase of Shares will be made as described in the Prospectus or as otherwise agreed by the Distributor and the Sub-Distribution Agent herein and from time to time. On the date on which payment for Shares is to be received, the Sub-Distribution Agent will remit to an account designated by the Distributor the purchase order amount due the Fund with respect to the issuance of Shares as determined by the Distributor Bright in accordance with the terms of the Prospectus. If payment for any purchase order is not so receivedProspectus up to _______ Shares, the Distributor may cancel the sale without notice. (l) The Sub-Distribution Agent agrees and you agree to record on the order use your best efforts as selected dealer, promptly following the date on which of this Agreement (the order for the purchase or sale "Effective Date"), to offer and sell such number of Shares was received by the Sub-Distribution Agent, and to forward promptly such orders to Distributor in time for processing potential investors at the public offering price next determined after receipt of such orders by the Sub-Distribution Agent, in each case as described in the Prospectus and as contemplated by the terms of this Agreement. (m) The Sub-Distribution Agent agrees to maintain records of all purchases and sales of Shares made through the Sub-Distribution Agent and upon request from a regulatory authority or as required under applicable law to furnish such regulatory authority with copies of such records. (n) The Sub-Distribution Agent agrees that it will not make any conditional orders for the purchase or repurchase of Shares and acknowledges that Distributor will not accept conditional orders for Shares. (o) It is understood that the then-current offering price for Shares will generally not be known until approximately 30 days after the effective date of the Share purchase in accordance with the terms of stated in the Prospectus. Notwithstanding anything to the contrary herein, or as is otherwise disclosed you acknowledge that we may, in the Prospectus from time our discretion, provide written notice (a "Notice") to time. The parties each acknowledge and agree that purchase orders for Shares will generally be made and accepted for a fixed dollar amount, with you reducing the number of Shares to be credited to an investor’s account determined upon subsequent finalization you may offer for sale hereunder at any time after ____________ __, 1999; provided, however, that we shall not reduce such number of the then-current public offering price of Shares. Distributor agrees to notify investors promptly of Shares below the number of Shares for which you have received upon subscriptions from subscribers (the finalization "Subscriptions") prior to your receipt of the offering priceour Notice. (pb) In all offers and All sales of Shares will be conditioned upon acceptance by Bright from each subscriber for Shares of a subscription agreement, duly executed by each such subscriber and accompanied by payment of the purchase price for the Shares subscribed for by Sub-Distribution Agenteach such subscriber (the "Subscription Documents"). Bright shall have the right, Sub-Distribution Agent will not act as broker or agent forin its sole discretion, or employee of, Distributor or to reject the Fund and Sub-Distribution Agent will not represent to Subscription of any third party that Sub-Distribution Agent has such authority or is acting in such capacitypotential purchaser of Shares. (qc) Distributor reserves the right at any time to suspend the sale The offering of Shares or to withdraw or limit the offering of Shares, and, if Distributor exercises this right, Distributor shall provide to Sub-Distribution Agent prompt written notice of such exercise. (r) Sub-Distribution Agent acknowledges that tender offers for the repurchase of Shares may be made by the Fund, and, if made, you will be made subject to potential investors solely in the terms summarized states in which you are registered to sell and listed in Exhibit A to this Agreement. You acknowledge that, as of the date hereof, the Shares have been registered for sale in the states listed on Exhibit B hereto only, and that you will not offer for sale or sell Shares in any other state without the prior written consent of Rockcrest Securities L.L.C. (d) The Shares will be offered and sold by you only to persons who warrant or represent that they or their beneficiaries meet the financial suitability requirements as set forth in the Prospectus and provided in the tender offer materials and that, such other conditions as such, the Fund will only make repurchase offers when authorized may be required by the Fund Board. Sub-Distribution Agent expressly acknowledges and understands that Shares will not be repurchased by Distributor or the Fund (other than through tender offers from time to time, if any) and that no secondary market for states in which the Shares exists currently are offered or is expected to developsold. (se) In the event that the Sub-Distribution Agent has been notified by the Distributor of a tender offer, the Sub-Distribution Agent agrees to accept Customer Shareholders’ tenders of Shares and withdrawals of tenders of Shares, and to handle or process such tenders and withdrawals, in accordance with the terms of the applicable tender offer. (t) The Sub-Distribution Agent acknowledges that (i) the Fund is relying on an exemptive order, issued by the SEC on December 26, 2012, in order to offer investors multiple classes of shares (the “Multi-Class Order”) and (ii) it has received a copy of the Multi-Class Order. The Sub-Distribution Agent acknowledges that all offers and sales of Shares pursuant to this Agreement are subject Subject to the terms and conditions in the Multi-Class Orderherein set forth, and the Sub-Distribution Agent agrees we agree that we shall pay to comply with Rule 22d-1 under the 1940 Act as if that rule applied you commissions equal to closed-end management investment companies, and such other conditions ___% of the Multi-Class Order that (y) Subscriptions of subscribers whose Subscriptions were obtained by you in your capacity as selected dealer pursuant to this Agreement, such commissions to be paid on the date commissions are paid to us pursuant to the terms Underwriting Agreement. (f) Notwithstanding the provisions of Sections 2(e) of this Agreement, you understand and agree that no commissions, fees or other compensation shall be payable to us or to you if Bright has not received and accepted Subscriptions aggregating at least $5,000,000 within 180 days from the Multi-Class Order commencement of this Offering (or underlying law or regulation referenced thereinthe "Offering Termination Date"), are expressly applicable to the activities of the Sub-Distribution Agent hereunder and (z) are communicated in writing by the Fund or the Distributor to the Sub-Distribution Agent. The Sub-Distribution Agent will comply with the NASD Conduct Rule 2830, as amended from time to time, as if that rule applied to all closed-end management investment companies, and the Sub-Distribution Agent will not knowingly take any action that would prevent the Fund from complying with the terms and conditions in the Multi-Class Order.

Offering and Sale of Shares. (a) The Sub-Distribution Agent is hereby appointed by the Distributor as a non-exclusive selling agent for an indefinite period of time (the “Offering Period”) for the purpose of finding acceptable subscribers for Shares. (b) It is understood that the Sub-Distribution Agent may distribute Offering Materials to potential investors and to customers that have an account with the Sub-Distribution Agent or its Affiliates that may not be pre-qualified as eligible to invest in the Fund, provided that the Sub-Distribution Agent shall obtain appropriate representations from each customer as to its eligibility to invest in the Fund in connection with such customer’s subscription for Shares. Sub-Distribution Agent agrees that it will sell Shares only to its customers reasonably believed to qualify as “qualified clientsaccredited investors” as that term is defined by Rule 205-3 501(a) of Regulation D promulgated under the Advisers Securities Act. (c) It is understood that the Sub-Distribution Agent has no commitment with regard to the sale of the Shares other than to use reasonable efforts and its good faith judgment in soliciting investments in the Shares. It is understood that the Sub-Distribution Agent’s agreement to use reasonable efforts to find subscribers for Shares shall not prevent the Sub-Distribution Agent from acting as a selling agent or underwriter for the securities of other issuers, which may be offered or sold during the term hereof. (d) The Sub-Distribution Agent shall be under no obligation to continue to market the Shares if, in its sole judgment, it believes that doing so would be impracticable, uneconomical or inappropriate, in view of such considerations as it may feel relevant. (e) It is understood that the Sub-Distribution Agent intends to offer and sell Shares of the Fund solely to customers who subscribe for and hold such Shares through accounts for Xxxxxxx Xxxxx Personal Advisor or other managed account programs sponsored by the Sub-Distribution Agent or its affiliates (“Managed Account Program”) that are subject to an asset-based program fee (“Managed Account”). (f) In addition to the Sub-Distribution Agent’s distribution activities, the Sub-Distribution Agent shall perform the following services: (i) assisting prospective Customer Shareholders regarding their investment decisions; (ii) providing administrative, operational and infrastructure support for the selling of Shares and settlement of Fund transactions with Customer Shareholders, as may be mutually agreed; (iii) assisting in the enhancement of relations and communications between Customer Shareholders and the Fund; (iv) assisting in the establishment and maintenance of Customer Shareholders’ accounts with the Fund, including notifying the Distributor of any changes in the account information of a Customer Shareholder; (v) assisting in receiving and forwarding purchase and repurchase requests and payments to and from Customer Shareholders; (vi) consulting with the Distributor and its affiliates regarding investor satisfaction; (vii) providing other Customer Shareholder relations services, such as responding to Customer Shareholder inquiries; and (viii) providing such other similar services as may be mutually agreed by the Distributor and the Sub-Distribution Agent. (g) The Distributor acknowledges and agrees that none of the Sub-Distribution Agent, any of its respective affiliates or any owner, officer, employee or representatives of the foregoing in its capacity as such (collectively, “Sub-Distribution Agent Parties”) has any responsibility for (among other things) the Shares, the Fund or the performance of an investment in the Shares, including, without limitation, any responsibility for the sponsorship or management of the Fund, the business terms of the Fund, the selection of the Fund’s investments, the performance of the Fund or disclosures concerning the Fund (other than the SDA Supplied Information). (h) The Sub-Distribution Agent and the Distributor agree that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. (i) The Sub-Distribution Agent agrees to offer and sell Shares only at the regular public offering price applicable to such Shares and in effect at the time of each transaction. The procedures relating to all orders and the handling of each order (including the effective time of orders received from the Sub-Distribution Agent) are subject to: (i) the terms of the Prospectus and this Agreement; and (ii) the subscription documents for the Fund, as supplemented or amended from time to time; provided that to the extent that the Prospectus contains provisions that are inconsistent with such terms in this Agreement or any other document, the terms of the Prospectus shall be controlling. The Sub-Distribution Agent further acknowledges and agrees that any Shares issued to a Customer Shareholder shall be subject to the Fund’s organizational documents. (j) All orders for the purchase and sale of Shares are subject to acceptance by Distributor in its sole discretion and become effective upon written confirmation by Distributor. Distributor reserves the right not to accept any specific order for the purchase or sale of Shares. (k) The Sub-Distribution Agent agrees that payment for orders from Customer Shareholders for the purchase of Shares will be made as described in the Prospectus or as otherwise agreed by the Distributor and the Sub-Distribution Agent herein and from time to time. On the date on which payment for Shares is to be received, the Sub-Distribution Agent will remit to an account designated by the Distributor the purchase order amount due the Fund with respect to the issuance of Shares as determined by the Distributor in accordance with the terms of the Prospectus. If payment for any purchase order is not so received, the Distributor may cancel the sale without notice. (l) The Sub-Distribution Agent agrees to record on the order the date on which the order for the purchase or sale of Shares was received by the Sub-Distribution Agent, and to forward promptly such orders to Distributor in time for processing at the public offering price next determined after receipt of such orders by the Sub-Distribution Agent, in each case as described in the Prospectus and as contemplated by the terms of this Agreement. (m) The Sub-Distribution Agent agrees to maintain records of all purchases and sales of Shares made through the Sub-Distribution Agent and upon request from a regulatory authority or as required under applicable law to furnish such regulatory authority with copies of such records. (n) The Sub-Distribution Agent agrees that it will not make any conditional orders for the purchase or repurchase of Shares and acknowledges that Distributor will not accept conditional orders for Shares. (o) It is understood that the then-current offering price for Shares will generally not be known until approximately 30 days after the effective date of the Share purchase in accordance with the terms of the Prospectus, or as is otherwise disclosed in the Prospectus from time to time. The parties each acknowledge and agree that purchase orders for Shares will generally be made and accepted for a fixed dollar amount, with the number of Shares to be credited to an investor’s account determined upon subsequent finalization of the then-current public offering price of Shares. Distributor agrees to notify investors promptly of the number of Shares received upon the finalization of the offering price. (p) In all offers and sales of the Shares by Sub-Distribution Agent, Sub-Distribution Agent will not act as broker or agent for, or employee of, Distributor or the Fund and Sub-Distribution Agent will not represent to any third party that Sub-Distribution Agent has such authority or is acting in such capacity. (q) Distributor reserves the right at any time to suspend the sale of Shares or to withdraw or limit the offering of Shares, and, if Distributor exercises this right, Distributor shall provide to Sub-Distribution Agent prompt written notice of such exercise. (r) Sub-Distribution Agent acknowledges that tender offers for the repurchase of Shares may be made by the Fund, and, if made, will be made subject to the terms summarized in the Prospectus and provided in the tender offer materials and that, as such, the Fund will only make repurchase offers when authorized by the Fund Board. Sub-Distribution Agent expressly acknowledges and understands that Shares will not be repurchased by Distributor or the Fund (other than through tender offers from time to time, if any) and that no secondary market for the Shares exists currently or is expected to develop. (s) In the event that the Sub-Distribution Agent has been notified by the Distributor of a tender offer, the Sub-Distribution Agent agrees to accept Customer Shareholders’ tenders of Shares and withdrawals of tenders of Shares, and to handle or process such tenders and withdrawals, in accordance with the terms of the applicable tender offer. (t) The Sub-Distribution Agent acknowledges that (i) the Fund is relying on an exemptive order, issued by the SEC on December 26, 2012, in order to offer investors multiple classes of shares (the “Multi-Class Order”) and (ii) it has received a copy of the Multi-Class Order). The Sub-Distribution Agent acknowledges that all offers and sales of Shares pursuant to this Agreement are subject to the terms and conditions in the Multi-Class Order, and the Sub-Distribution Agent agrees to comply with Rule 22d-1 under the 1940 Act Act, as amended from time to time, or replaced as if that rule applied to closed-end management investment companies, and such other conditions of the Multi-Class Order exemptive order that (yi) pursuant to the terms of the Multi-Class Order exemptive order (or underlying law or regulation referenced therein), are expressly applicable to the activities of the Sub-Distribution Agent hereunder and (zii) are communicated in writing by the Fund or the Distributor to the Sub-Distribution Agent. The Sub-Distribution Agent will comply with the NASD Conduct Rule 2830, as amended from time to time, as if that rule applied to all closed-end management investment companies, and the Sub-Distribution Agent will not knowingly take any action that would prevent the Fund from complying with the terms and conditions in the Multi-Class Order.

Offering and Sale of Shares. (a) The Sub-Distribution Agent On the basis of the representations, warranties and covenants herein contained, but subject to the terms and conditions herein set forth, Ameriprise is hereby appointed by a Soliciting Dealer of the Distributor as a non-exclusive selling agent for an indefinite period Company during the term of time (the “Offering Period”) this Agreement for the purpose of finding acceptable qualified subscribers for the purchase of the Shares for the account and risk of the Company. Subject to the performance by the Company and the Managing Dealer of all of their respective obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties contained herein, Ameriprise hereby accepts such appointment and agrees on the terms and conditions herein set forth to use commercially reasonable efforts to find subscribers acceptable to the Company for the purchase of the Shares at a public offering price of $10 per Share or as otherwise stated in the Prospectus, each subscriber being required to subscribe for at least five hundred (500) Shares. (b) It is understood No subscription shall be effective unless and until accepted by the Company, which reserves the right, in its sole discretion, to refrain from accepting in whole or in part any subscription submitted (subject to the limitation on minimum subscriptions described in paragraph (a) of this Section 1). All subscriptions that are acceptable to the Sub-Distribution Agent may distribute Offering Materials to potential investors and to customers that have an account Company shall be accepted in accordance with the Sub-Distribution Agent or its Affiliates that may not be pre-qualified as eligible to invest in provisions of this Section 1 until the Fund, provided that date the Sub-Distribution Agent shall obtain appropriate representations from each customer as to its eligibility to invest in the Fund in connection with such customer’s subscription for Shares. Sub-Distribution Agent agrees that it will sell Shares only to its customers reasonably believed to qualify as “qualified clients” as that term offering is defined by Rule 205-3 under the Advisers Actterminated. (c) It is understood that The Managing Dealer, the Sub-Distribution Agent has no commitment with regard Company and Wachovia Bank, NA, as escrow agent (the “Escrow Agent”), entered into an escrow deposit agreement prior to the sale offering of Shares pursuant to the Shares other than to use reasonable efforts and its good faith judgment in soliciting investments in Registration Statement (the Shares. It is understood that the Sub-Distribution Agent’s agreement to use reasonable efforts to find subscribers for Shares shall not prevent the Sub-Distribution Agent from acting as a selling agent or underwriter for the securities of other issuers, which may be offered or sold during the term hereof“Escrow Agreement”). (d) The Sub-Distribution Agent shall be under no obligation to continue to market All amounts paid by subscribers for the Shares ifwill be deposited pursuant to the Escrow Agreement in a segregated interest-bearing escrow account (the “Escrow Account”) with the Escrow Agent and any amounts paid by subscribers for Shares will be deposited into the Escrow Account and such funds delivered to the Company, as provided in its sole judgmentthe Prospectus and the Escrow Agreement (each such closing, it believes that doing so would be impracticablea “Closing”, uneconomical or inappropriateand each such date on which a Closing occurs, in view of such considerations as it may feel relevanta “Closing Date”). (e) It is understood that the Sub-Distribution Agent intends Each person desiring to offer and sell purchase Shares of the Fund solely to customers who may subscribe for and hold such Shares through accounts for Xxxxxxx Xxxxx Personal Advisor or other managed account programs sponsored by the Sub-Distribution Agent or its affiliates (“Managed Account Program”) that are subject to an asset-based program fee (“Managed Account”). (f) In addition completing, signing and delivering to the Sub-Distribution Agent’s distribution activities, the Sub-Distribution Agent shall perform the following services: (i) assisting prospective Customer Shareholders regarding their investment decisions; (ii) providing administrative, operational and infrastructure support for the selling of Shares and settlement of Fund transactions with Customer Shareholders, Managing Dealer or Ameriprise a subscription agreement in a form substantially similar to that attached as may be mutually agreed; (iii) assisting in the enhancement of relations and communications between Customer Shareholders and the Fund; (iv) assisting in the establishment and maintenance of Customer Shareholders’ accounts with the Fund, including notifying the Distributor of any changes in the account information of a Customer Shareholder; (v) assisting in receiving and forwarding purchase and repurchase requests and payments to and from Customer Shareholders; (vi) consulting with the Distributor and its affiliates regarding investor satisfaction; (vii) providing other Customer Shareholder relations services, such as responding to Customer Shareholder inquiries; and (viii) providing such other similar services as may be mutually agreed by the Distributor and the Sub-Distribution Agent. (g) The Distributor acknowledges and agrees that none of the Sub-Distribution Agent, any of its respective affiliates or any owner, officer, employee or representatives of the foregoing in its capacity as such (collectively, “Sub-Distribution Agent Parties”) has any responsibility for (among other things) the Shares, the Fund or the performance of an investment in the Shares, including, without limitation, any responsibility for the sponsorship or management of the Fund, the business terms of the Fund, the selection of the Fund’s investments, the performance of the Fund or disclosures concerning the Fund (other than the SDA Supplied Information). (h) The Sub-Distribution Agent and the Distributor agree that this Agreement is in all respects subject Appendix C to the Conduct Rules of FINRA Registration Statement and such Conduct Rules shall control any provision to the contrary in this Agreement. (i) The Sub-Distribution Agent agrees to offer and sell Shares only at the regular public offering price applicable to such Shares and in effect at the time of each transactionadditional documents or agreements as required by Ameriprise. The procedures relating to all orders and the handling of each order (including the effective time of orders received from the Sub-Distribution Agent) are subject to: (i) the terms of the Prospectus and this Agreement; and (ii) the subscription documents for the Fund, as supplemented or amended from time to time; provided that to the extent that the Prospectus contains provisions that are inconsistent with such terms in this Agreement or any other document, the terms of the Prospectus shall be controlling. The Sub-Distribution Agent further acknowledges and agrees that any Shares issued to a Customer Shareholder shall be subject to the Fund’s organizational documents. (j) All orders for the purchase and sale of Shares are subject to acceptance by Distributor in its sole discretion and become effective upon written confirmation by Distributor. Distributor reserves the right not to accept any specific order for the purchase or sale of Shares. (k) The Sub-Distribution Agent agrees that payment for orders from Customer Shareholders for the purchase of Shares will be made as described in the Prospectus or as otherwise agreed by the Distributor and the Sub-Distribution Agent herein and from time to time. On the date on which payment Each person subscribing for Shares is to be receivedthrough Ameriprise will complete a subscription agreement for “Ameriprise Financial Services, the Sub-Distribution Agent will remit to an account designated by the Distributor the purchase order amount due the Fund with Inc.” With respect to the issuance of Shares as determined sales made by the Distributor in accordance with the terms of the Prospectus. If payment Ameriprise’s registered representatives, payments for any purchase order is not so received, the Distributor may cancel the sale without notice. (l) The Sub-Distribution Agent agrees to record on the order the date on which the order for the purchase or sale of Shares was received by the Sub-Distribution Agent, and to forward promptly such orders to Distributor in time for processing at the public offering price next determined after receipt of such orders by the Sub-Distribution Agent, in each case as described in the Prospectus and as contemplated by the terms of this Agreement. (m) The Sub-Distribution Agent agrees to maintain records of all purchases and sales of Shares made through the Sub-Distribution Agent and upon request from a regulatory authority or as required under applicable law to furnish such regulatory authority with copies of such records. (n) The Sub-Distribution Agent agrees that it will not make any conditional orders for the purchase or repurchase of Shares and acknowledges that Distributor will not accept conditional orders for Shares. (o) It is understood that the then-current offering price for Shares will generally not be known until approximately 30 days after the effective date of the Share purchase in accordance with the terms of the Prospectus, or as is otherwise disclosed in the Prospectus from time to time. The parties each acknowledge and agree that purchase orders for Shares will generally be made and accepted for a fixed dollar amount, with the number of Shares to be credited to an investor’s account determined upon subsequent finalization of the then-current public offering price of Shares. Distributor agrees to notify investors promptly of the number of Shares received upon the finalization of the offering price. (p) In all offers and sales of the Shares by Sub-Distribution Agent, Sub-Distribution Agent will not act as broker or agent for, or employee of, Distributor or the Fund and Sub-Distribution Agent will not represent to any third party that Sub-Distribution Agent has such authority or is acting in such capacity. (q) Distributor reserves the right at any time to suspend the sale of Shares or to withdraw or limit the offering of Shares, and, if Distributor exercises this right, Distributor shall provide to Sub-Distribution Agent prompt written notice of such exercise. (r) Sub-Distribution Agent acknowledges that tender offers for the repurchase of Shares subscriptions may be made by a check made payable to the Fundorder of “Ameriprise Financial Services, and, if made, will Inc.” in the amount of $10 for each Share to be made purchased subject to the terms summarized applicable discounts referred to in the Prospectus and provided in the tender offer materials and that, as such, the Fund will only make repurchase offers when authorized Section 3. All monies received for purchase of any Shares shall be forwarded by the Fund Board. Sub-Distribution Agent expressly acknowledges and understands that Shares will not be repurchased by Distributor or the Fund (other than through tender offers from time to time, if any) and that no secondary market for the Shares exists currently or is expected to develop. (s) In the event that the Sub-Distribution Agent has been notified by the Distributor of a tender offer, the Sub-Distribution Agent agrees to accept Customer Shareholders’ tenders of Shares and withdrawals of tenders of Shares, and to handle or process such tenders and withdrawalsAmeriprise, in accordance with the terms of the applicable tender offersubscription documents approved by the Managing Dealer for use by Ameriprise, to the Managing Dealer for delivery to the Escrow Agent, or directly to the Escrow Agent as advised by the Managing Dealer, where such monies will be deposited in an escrow account established by the Company solely for such subscriptions. The monies shall be transmitted by Ameriprise to the Managing Dealer or the Escrow Agent, as applicable, no later than the close of business of the first business day after receipt in good order of the subscriptions and subscription documents by Ameriprise except that, in any case in which Ameriprise maintains a branch office, and, pursuant to Ameriprise’s internal supervisory procedures, final internal supervisory review is conducted at a different location, the branch office shall transmit the offering price for the Shares and the subscription documents to Ameriprise conducting such internal supervisory review by the close of business on the first business day following their receipt by the branch office in good order and Ameriprise shall review the subscription documents to ensure their proper execution and form and, if they are acceptable, transmit the offering price for the Shares covered by the subscription agreement and the subscription documents to the Managing Dealer or the Escrow Agent, as applicable, by the close of business on the first business day after their receipt by Ameriprise. Pursuant to the terms of the Managing Dealer Agreement, the Managing Dealer will transmit the check or monies to the Escrow Agent by no later than the close of business on the first business day after the check is received from Ameriprise. The parties acknowledge that any receipt by Ameriprise of payments for subscriptions for Shares shall be effected solely as an administrative convenience, and such receipt of payments shall not be deemed to constitute acceptance of subscriptions to purchase Shares or sales of Shares. Subscriptions for Shares shall only be accepted pursuant to Section 1(b) hereof. (tf) The SubTo the extent that customers of Ameriprise wish to subscribe and pay for Shares with funds held by or to be deposited with Ameriprise, then Ameriprise shall, subject to Rule l5c2-Distribution Agent acknowledges that 4 promulgated under the Securities Exchange Act of 1934, as amended (the “1934 Act”), either (i) upon receipt of an executed subscription agreement and documents, forward the Fund is relying on an exemptive order, issued offering price for the Shares covered by the SEC subscription agreement and the subscription documents on December 26, 2012or before the close of business of the first business day following their receipt in good order to the Managing Dealer (except that, in any case in which Ameriprise maintains a branch office, and, pursuant to Ameriprise’s internal supervisory procedures, final internal supervisory review is conducted at a different location, the branch office shall transmit the offering price for the Shares covered by the subscription agreement and the subscription documents to Ameriprise conducting such internal supervisory review by the close of business on the first business day following their receipt by the branch office in good order and Ameriprise shall review the subscription documents to offer investors multiple classes ensure their proper execution and form and, if they are acceptable, transmit the offering price for the Shares covered by the subscription agreement and the subscription documents to the Managing Dealer by the close of business on the first business day after their receipt by Ameriprise), or (ii) solicit indications of interest in which event (a) Ameriprise must subsequently contact the customer indicating interest to confirm the interest and give instructions to execute and return a subscription agreement and documents, (b) Ameriprise must mail acknowledgments of receipt of orders to each customer confirming interest on the business day following such confirmation, (c) Ameriprise must debit accounts of such customers on the third business day (the “debit date”) following receipt of the confirmation referred to in (a), and (d) Ameriprise must forward funds to the Managing Dealer in accordance with the procedures and on the schedule set forth in clause (i) of this sentence. If the procedure in (ii) is adopted, subscribers’ funds are not required to be in their account until the debit date. The Managing Dealer will transmit the check or monies to the Escrow Agent by no later than the close of business on the first business day after the check is received from Ameriprise. The parties acknowledge that any actions taken by Ameriprise pursuant to this Section 1(f) shall be effected solely as an administrative convenience, and such actions shall not be deemed to constitute acceptance of subscriptions to purchase Shares or sales of Shares. Subscriptions for Shares shall only be accepted pursuant to Section 1(b) hereof. (g) Neither Ameriprise, the Company, the Managing Dealer nor any other Soliciting Dealer participating in the offering of the Shares shall, directly or indirectly, pay or award any finder’s fees, commissions or other compensation to any person engaged by a potential investor for investment advice as an inducement to such advisor to advise the purchase of Shares; provided, however, that normal sales commissions payable to a registered broker-dealer or other properly licensed person for selling Shares and such other compensation as described herein shall not be prohibited hereby. (h) Prior to the commencement of offers or sales pursuant to the Registration Statement, the Managing Dealer was furnished with a survey prepared by counsel acceptable to the Company and dated April 17, 2006, relating to the securities or “blue sky” laws of the jurisdictions designated therein (but excluding those jurisdictions in which the Shares were not qualified or offered for sale), advising that the appropriate “blue sky” action, if any, was taken in each of such jurisdictions to enable Ameriprise or any Soliciting Dealer lawfully to sell the Shares. A true and correct copy of this survey has been furnished to Ameriprise. The Managing Dealer shall promptly provide subsequent notice with regard to any additional jurisdictions, changes in the number of Shares qualified in any jurisdiction and the cessation of offering or expiration of Shares within any jurisdiction. Ameriprise shall be entitled to rely upon the instructions and notices provided by the Company and Managing Dealer which inform Ameriprise of those states in which the Shares may be legally sold. (i) Ameriprise agrees that the Prospectus and associated offering documents and marketing materials, or any administrative and transfer forms, may be delivered to Ameriprise and its representatives by electronic delivery, which may include, but is not limited to, via electronic mail, posting to the Managing Dealer’s website, by CD-Rom or other electronic means. Ameriprise agrees that any use or distribution of the documents enumerated above by Ameriprise or its representatives will be in accordance with applicable requirements of the Commission and the NASD and any laws or regulations related to the electronic delivery of documents. (j) In the event that the participation of Ameriprise is required in connection with the sale of shares (the “Multi-Class OrderReinvestment Plan Shares”) and (ii) it has received a copy of the Multi-Class Order. The Sub-Distribution Agent acknowledges that all offers and sales of Shares pursuant to this Agreement are subject to the terms and conditions in the Multi-Class Order, and the Sub-Distribution Agent agrees to comply with Rule 22d-1 under the 1940 Act as if that rule applied to closed-end management investment companies, and such other conditions of the Multi-Class Order that (y) pursuant to the terms Company’s reinvestment plan (the “Reinvestment Plan”), Ameriprise agrees that it will serve as the dealer of record for the Reinvestment Plan Shares on behalf of investors for whom it is the dealer of record in this offering. Ameriprise understands that if commissions are payable in connection with the sale of any Reinvestment Plan Shares in future offerings, Ameriprise will receive such commissions for sales in which Ameriprise is deemed to be the dealer of record. (k) Ameriprise agrees on behalf of each investor that has authorized it in writing to do so, to perform as a limited agent for the single purpose of notifying the Company, within a reasonable time after request by an investor, of any administrative changes such as changes and/or updates to the investor’s distribution and contact information in the investor’s shareholder record and clerical corrections of which the investor has notified Ameriprise. (l) Ameriprise represents and warrants that it has in place and shall adhere to written supervisory policies, procedures and controls regarding processing administrative changes such as changes and/or updates to its customers’ distribution and contact information and clerical corrections, and that it shall apply those policies, procedures and controls to the limited services performed hereunder. Ameriprise shall certify to the Company that any such changes and/or updates it provides to the Company or an agent/service provider of the Multi-Class Order (or underlying law or regulation referenced therein)Company, are expressly applicable to the activities of the Sub-Distribution Agent hereunder have been transmitted accurately and (z) are communicated in writing completely and have been authorized by the Fund or investor. Ameriprise shall have no obligation to verify the Distributor accuracy of any change and/or update requested by an investor. (m) Ameriprise agrees to the Sub-Distribution Agent. The Sub-Distribution Agent will comply with the NASD Conduct Rule 2830, as amended from time to time, as if that rule applied to all closed-end management investment companies, indemnify Managing Dealer and the Sub-Distribution Agent will Company for damages resulting directly from Ameriprise’s failure to perform its responsibilities as limited agent pursuant to Section 1(k) and 1(l) hereof, including but not knowingly take any action that would prevent limited to damages resulting from the Fund from complying with fraudulent, untimely, or inaccurate transmission of a change or update to an investor’s distribution and contact information of which the terms and conditions in the Multi-Class Orderinvestor has notified Ameriprise.

Offering and Sale of Shares. (a) The Sub-Distribution Agent is hereby appointed by the Distributor as a non-exclusive selling agent for an indefinite period of time (the “Offering Period”) for the purpose of finding acceptable subscribers for Shares. (b) It is understood that the Sub-Distribution Agent may distribute Offering Materials to potential investors and to customers that have an account with the Sub-Distribution Agent or its Affiliates that may not be pre-qualified as eligible to invest in the Fund, provided that the Sub-Distribution Agent shall obtain appropriate representations from each customer as to its eligibility to invest in the Fund in connection with such customer’s subscription for Shares. Sub-Distribution Agent agrees that it will sell Shares only to its customers reasonably believed to qualify as “qualified clients” as that term is defined by Rule 205-3 under the Advisers Act. (c) It is understood that the Sub-Distribution Agent has no commitment with regard to the sale of the Shares other than to use reasonable efforts and its good faith judgment in soliciting investments in the Shares. It is understood that the Sub-Distribution Agent’s agreement to use reasonable efforts to find subscribers for Shares shall not prevent the Sub-Distribution Agent from acting as a selling agent or underwriter for the securities of other issuers, which may be offered or sold during the term hereof. (d) The Sub-Distribution Agent shall be under no obligation to continue to market the Shares if, in its sole judgment, it believes that doing so would be impracticable, uneconomical or inappropriate, in view of such considerations as it may feel relevant. (e) It is understood that the Sub-Distribution Agent intends to offer and sell Shares of the Fund solely to customers who subscribe for and hold such Shares through accounts for Xxxxxxx Xxxxx Personal Advisor or other managed account programs sponsored by the Sub-Distribution Agent or its affiliates (“Managed Account Program”) that are subject to an asset-based program fee (“Managed Account”). (f) In addition to the Sub-Distribution Agent’s distribution activities, the Sub-Distribution Agent shall perform the following services: (i) assisting prospective Customer Shareholders regarding their investment decisions; (ii) providing administrative, operational and infrastructure support for the selling of Shares and settlement of Fund transactions with Customer Shareholders, as may be mutually agreed; (iii) assisting in the enhancement of relations and communications between Customer Shareholders and the Fund; (iv) assisting in the establishment and maintenance of Customer Shareholders’ accounts with the Fund, including notifying the Distributor of any changes in the account information of a Customer Shareholder; (v) assisting in receiving and forwarding purchase and repurchase requests and payments to and from Customer Shareholders; (vi) consulting with the Distributor and its affiliates regarding investor satisfaction; (vii) providing other Customer Shareholder relations services, such as responding to Customer Shareholder inquiries; and (viii) providing such other similar services as may be mutually agreed by the Distributor and the Sub-Distribution Agent. (g) The Distributor acknowledges and agrees that none of the Sub-Distribution Agent, any of its respective affiliates or any owner, officer, employee or representatives of the foregoing in its capacity as such (collectively, “Sub-Distribution Agent Parties”) has any responsibility for (among other things) the Shares, the Fund or the performance of an investment in the Shares, including, without limitation, any responsibility for the sponsorship or management of the Fund, the business terms of the Fund, the selection of the Fund’s investments, the performance of the Fund or disclosures concerning the Fund (other than the SDA Supplied Information). (h) The Sub-Distribution Agent and the Distributor agree that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. (i) The Sub-Distribution Agent agrees to offer and sell Shares only at the regular public offering price applicable to such Shares and in effect at the time of each transaction. The procedures relating to all orders and the handling of each order (including the effective time of orders received from the Sub-Distribution Agent) are subject to: (i) the terms of the Prospectus and this Agreement; and (ii) the subscription documents for the Fund, as supplemented or amended from time to time; provided that to the extent that the Prospectus contains provisions that are inconsistent with such terms in this Agreement or any other document, the terms of the Prospectus shall be controlling. The Sub-Distribution Agent further acknowledges and agrees that any Shares issued to a Customer Shareholder shall be subject to the Fund’s organizational documents. (j) All orders for the purchase and sale of Shares are subject to acceptance by Distributor in its sole discretion and become effective upon written confirmation by Distributor. Distributor reserves the right not to accept any specific order for the purchase or sale of Shares. (k) The Sub-Distribution Agent agrees that payment for orders from Customer Shareholders for the purchase of Shares will be made as described in the Prospectus or as otherwise agreed by the Distributor and the Sub-Distribution Agent herein and from time to time. On the date on which payment for Shares is to be received, the Sub-Distribution Agent will remit to an account designated by the Distributor the purchase order amount due the Fund with respect to the issuance of Shares as determined by the Distributor in accordance with the terms of the Prospectus. If payment for any purchase order is not so received, the Distributor may cancel the sale without notice. (l) The Sub-Distribution Agent agrees to record on the order the date on which the order for the purchase or sale of Shares was received by the Sub-Distribution Agent, and to forward promptly such orders to Distributor in time for processing at the public offering price next determined after receipt of such orders by the Sub-Distribution Agent, in each case as described in the Prospectus and as contemplated by the terms of this Agreement. (m) The Sub-Distribution Agent agrees to maintain records of all purchases and sales of Shares made through the Sub-Distribution Agent and upon request from a regulatory authority or as required under applicable law to furnish such regulatory authority with copies of such records. (n) The Sub-Distribution Agent agrees that it will not make any conditional orders for the purchase or repurchase of Shares and acknowledges that Distributor will not accept conditional orders for Shares. (o) It is understood that the then-current offering price for Shares will generally not be known until approximately 30 days after the effective date of the Share purchase in accordance with the terms of the Prospectus, or as is otherwise disclosed in the Prospectus from time to time. The parties each acknowledge and agree that purchase orders for Shares will generally be made and accepted for a fixed dollar amount, with the number of Shares to be credited to an investor’s account determined upon subsequent finalization of the then-current public offering price of Shares. Distributor agrees to notify investors promptly of the number of Shares received upon the finalization of the offering price. (p) In all offers and sales of the Shares by Sub-Distribution Agent, Sub-Distribution Agent will not act as broker or agent for, or employee of, Distributor or the Fund and Sub-Distribution Agent will not represent to any third party that Sub-Distribution Agent has such authority or is acting in such capacity. (q) Distributor reserves the right at any time to suspend the sale of Shares or to withdraw or limit the offering of Shares, and, if Distributor exercises this right, Distributor shall provide to Sub-Distribution Agent prompt written notice of such exercise. (r) Sub-Distribution Agent acknowledges that tender offers for the repurchase of Shares may be made by the Fund, and, if made, will be made subject to the terms summarized in the Prospectus and provided in the tender offer materials and that, as such, the Fund will only make repurchase offers when authorized by the Fund Board. Sub-Distribution Agent expressly acknowledges and understands that Shares will not be repurchased by Distributor or the Fund (other than through tender offers from time to time, if any) and that no secondary market for the Shares exists currently or is expected to develop. (s) In the event that the Sub-Distribution Agent has been notified by the Distributor of a tender offer, the Sub-Distribution Agent agrees to accept Customer Shareholders’ tenders of Shares and withdrawals of tenders of Shares, and to handle or process such tenders and withdrawals, in accordance with the terms of the applicable tender offer. (t) The Sub-Distribution Agent acknowledges that (i) the Fund is relying on an exemptive order, issued by the SEC on December 26, 2012, in order to offer investors multiple classes of shares (the “Multi-Class Order”) and (ii) it has received a copy of the Multi-Class Order. The Sub-Distribution Agent acknowledges that all offers and sales of Shares pursuant to this Agreement are subject to the terms and conditions in the Multi-Class Order, and the Sub-Distribution Agent agrees to comply with Rule 22d-1 under the 1940 Act as if that rule applied to closed-end management investment companies, and such other conditions of the Multi-Class Order that (y) pursuant to the terms of the Multi-Class Order (or underlying law or regulation referenced therein), are expressly applicable to the activities of the Sub-Distribution Agent hereunder and (z) are communicated in writing by the Fund or the Distributor to the Sub-Distribution Agent. The Sub-Distribution Agent will comply with the NASD Conduct Rule 2830, as amended from time to time, as if that rule applied to all closed-end management investment companies, and the Sub-Distribution Agent will not knowingly take any action that would prevent the Fund from complying with the terms and conditions in the Multi-Class Order.

Offering and Sale of Shares. (a) The Sub-Distribution Agent Underwriter is hereby appointed by the Distributor as a non-exclusive selling agent for an indefinite Underwriter of the Company during the offering period of time specified in the Prospectus (the “"Offering Period”") for the purpose of finding acceptable subscribers for Shares. (b) It is understood that up to the Sub-Distribution Agent may distribute Offering Materials Maximum number of Shares through a public offering. Subject to potential investors the performance by the Company of its obligations to be performed hereunder and to customers that have an account with the Sub-Distribution Agent or its Affiliates that may not be pre-qualified as eligible to invest completeness and accuracy in all material respects of all the Fund, provided that the Sub-Distribution Agent shall obtain appropriate representations from each customer as to its eligibility to invest in the Fund in connection with such customer’s subscription for Shares. Sub-Distribution Agent agrees that it will sell Shares only to its customers reasonably believed to qualify as “qualified clients” as that term is defined by Rule 205-3 under the Advisers Act. (c) It is understood that the Sub-Distribution Agent has no commitment with regard to the sale and warranties of the Shares other than Company contained herein, the Underwriter hereby accepts such agency and agrees on the terms and conditions herein set forth to use reasonable its best efforts and its good faith judgment in soliciting investments in during the SharesOffering Period to find acceptable subscribers for the Shares at a public offering price of $5.00 per Share. It is understood that the Sub-Distribution Agent’s Underwriter's agreement to use reasonable its best efforts to find acceptable subscribers for the Shares shall not prevent the Sub-Distribution Agent it from acting as a selling agent Underwriter or underwriter for the securities of other issuers, issuers which may be offered or sold during the term hereofOffering Period. The agency of the Underwriter hereunder shall continue until the close of business on the later of the Offering Termination Date (as defined below) and the Closing Date, or such later date as the Underwriter and the Company shall agree upon (the date on which the Offering Period terminates being hereinafter referred to as the "Offering Termination Date"), including such additional period as may be required to effect the closing of the sale of the Shares. The Company will pay the Underwriter at Closing Time compensation in an amount equal to eight percent (8%) of the gross sales price of each Share sold. In addition, in the event the Minimum Shares are sold, the Company will pay to the Underwriter at Closing Time a Common Stock Purchase Warrant, in the form attached hereto as Annex A (the "Warrant"), for the purchase of shares of Common Stock at a purchase price of $5.00 per share. The number of shares of Common Stock purchasable under the Warrant (the "Warrant Shares") shall equal one (1) Warrant Share for every ten (10) Shares sold in the offering, up to a maximum of 100,000 Warrant Shares (assuming sale of the Maximum Shares). The Warrant shall be exercisable for a period of 5 years from the date of issuance. (b) In the event the offering is commenced and acceptable subscriptions for at least the "Minimum Shares" shall not have been received prior to the end of the Offering Period (unless extended by the Company as contemplated by the Prospectus), all funds received from subscribers shall be returned in full, with any interest payable thereon (except as otherwise described in the Prospectus) and without deduction for any escrow or other fee or expense; and thereupon the Underwriter's duties as agent and this Agreement shall terminate without further obligation hereunder on the part of the Underwriter or the Company. (c) On the Offering Termination Date or at such earlier time as (i) subscriptions for the Shares shall have been received, or (ii) as the Company may determine to terminate the offering, or at such later date should the Company extend the offering as contemplated by the Prospectus, the Company shall notify the Underwriter of the aggregate number of Shares for which the Company has received acceptable subscriptions and, if at least the Minimum Shares shall have been so subscribed for, then payment of the purchase price for the Shares shall be made at the office of Xxxxxxx Xxxxx & Xxxxx LLP, 5000 Columbia Center, 000 Xxxxx Xxxxxx, Xxxxxxx, XX 00000, or at such other place as shall be agreed upon between the Underwriter and the Company, at 10:00 A.M., Pacific Standard Time ("PST"), on such day (the "Closing Date") and time (the "Closing Time") as shall be agreed upon between the Underwriter and the Company (not later than three (3) business days after the end of the Offering Period). (d) The Sub-Distribution Agent shall be under no obligation to continue to market the Shares if, in its sole judgment, it believes that doing so would be impracticable, uneconomical or inappropriate, in view of such considerations Except as it may feel relevant. (e) It is understood that the Sub-Distribution Agent intends to offer and sell Shares of the Fund solely to customers who subscribe for and hold such Shares through accounts for Xxxxxxx Xxxxx Personal Advisor or other managed account programs sponsored by the Sub-Distribution Agent or its affiliates (“Managed Account Program”) that are subject to an asset-based program fee (“Managed Account”). (f) In addition to the Sub-Distribution Agent’s distribution activitiesset forth herein, the Sub-Distribution Agent Company shall perform the following services: (i) assisting prospective Customer Shareholders regarding their investment decisions; (ii) providing administrative, operational and infrastructure support for the selling of Shares and settlement of Fund transactions with Customer Shareholders, as may not be mutually agreed; (iii) assisting in the enhancement of relations and communications between Customer Shareholders and the Fund; (iv) assisting in the establishment and maintenance of Customer Shareholders’ accounts with the Fund, including notifying the Distributor of any changes in the account information of a Customer Shareholder; (v) assisting in receiving and forwarding purchase and repurchase requests and payments to and from Customer Shareholders; (vi) consulting with the Distributor and its affiliates regarding investor satisfaction; (vii) providing other Customer Shareholder relations services, such as responding to Customer Shareholder inquiries; and (viii) providing such other similar services as may be mutually agreed by the Distributor and the Sub-Distribution Agent. (g) The Distributor acknowledges and agrees that none of the Sub-Distribution Agent, any of its respective affiliates or any owner, officer, employee or representatives of the foregoing in its capacity as such (collectively, “Sub-Distribution Agent Parties”) has any responsibility for (among other things) the Shares, the Fund or the performance of an investment in the Shares, including, without limitation, any responsibility for the sponsorship or management of the Fund, the business terms of the Fund, the selection of the Fund’s investments, the performance of the Fund or disclosures concerning the Fund (other than the SDA Supplied Information). (h) The Sub-Distribution Agent and the Distributor agree that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. (i) The Sub-Distribution Agent agrees to offer and sell Shares only at the regular public offering price applicable to such Shares and in effect at the time of each transaction. The procedures relating to all orders and the handling of each order (including the effective time of orders received from the Sub-Distribution Agent) are subject to: (i) the terms of the Prospectus and this Agreement; and (ii) the subscription documents for the Fund, as supplemented or amended from time to time; provided that to the extent that the Prospectus contains provisions that are inconsistent with such terms in this Agreement or any other document, the terms of the Prospectus shall be controlling. The Sub-Distribution Agent further acknowledges and agrees that any Shares issued to a Customer Shareholder shall be subject to the Fund’s organizational documents. (j) All orders for the purchase and sale of Shares are subject to acceptance by Distributor in its sole discretion and become effective upon written confirmation by Distributor. Distributor reserves the right not to accept any specific order for the purchase or sale of Shares. (k) The Sub-Distribution Agent agrees that payment for orders from Customer Shareholders for the purchase of Shares will be made as described in the Prospectus or as otherwise agreed by the Distributor and the Sub-Distribution Agent herein and from time to time. On the date on which payment for Shares is to be received, the Sub-Distribution Agent will remit to an account designated by the Distributor the purchase order amount due the Fund with respect to the issuance of Shares as determined by the Distributor in accordance with the terms of the Prospectus. If payment responsible for any purchase order is not so received, the Distributor may cancel the sale without noticecommissions. (l) The Sub-Distribution Agent agrees to record on the order the date on which the order for the purchase or sale of Shares was received by the Sub-Distribution Agent, and to forward promptly such orders to Distributor in time for processing at the public offering price next determined after receipt of such orders by the Sub-Distribution Agent, in each case as described in the Prospectus and as contemplated by the terms of this Agreement. (m) The Sub-Distribution Agent agrees to maintain records of all purchases and sales of Shares made through the Sub-Distribution Agent and upon request from a regulatory authority or as required under applicable law to furnish such regulatory authority with copies of such records. (n) The Sub-Distribution Agent agrees that it will not make any conditional orders for the purchase or repurchase of Shares and acknowledges that Distributor will not accept conditional orders for Shares. (o) It is understood that the then-current offering price for Shares will generally not be known until approximately 30 days after the effective date of the Share purchase in accordance with the terms of the Prospectus, or as is otherwise disclosed in the Prospectus from time to time. The parties each acknowledge and agree that purchase orders for Shares will generally be made and accepted for a fixed dollar amount, with the number of Shares to be credited to an investor’s account determined upon subsequent finalization of the then-current public offering price of Shares. Distributor agrees to notify investors promptly of the number of Shares received upon the finalization of the offering price. (p) In all offers and sales of the Shares by Sub-Distribution Agent, Sub-Distribution Agent will not act as broker or agent for, or employee of, Distributor or the Fund and Sub-Distribution Agent will not represent to any third party that Sub-Distribution Agent has such authority or is acting in such capacity. (q) Distributor reserves the right at any time to suspend the sale of Shares or to withdraw or limit the offering of Shares, and, if Distributor exercises this right, Distributor shall provide to Sub-Distribution Agent prompt written notice of such exercise. (r) Sub-Distribution Agent acknowledges that tender offers for the repurchase of Shares may be made by the Fund, and, if made, will be made subject to the terms summarized in the Prospectus and provided in the tender offer materials and that, as such, the Fund will only make repurchase offers when authorized by the Fund Board. Sub-Distribution Agent expressly acknowledges and understands that Shares will not be repurchased by Distributor or the Fund (other than through tender offers from time to time, if any) and that no secondary market for the Shares exists currently or is expected to develop. (s) In the event that the Sub-Distribution Agent has been notified by the Distributor of a tender offer, the Sub-Distribution Agent agrees to accept Customer Shareholders’ tenders of Shares and withdrawals of tenders of Shares, and to handle or process such tenders and withdrawals, in accordance with the terms of the applicable tender offer. (t) The Sub-Distribution Agent acknowledges that (i) the Fund is relying on an exemptive order, issued by the SEC on December 26, 2012, in order to offer investors multiple classes of shares (the “Multi-Class Order”) and (ii) it has received a copy of the Multi-Class Order. The Sub-Distribution Agent acknowledges that all offers and sales of Shares pursuant to this Agreement are subject to the terms and conditions in the Multi-Class Order, and the Sub-Distribution Agent agrees to comply with Rule 22d-1 under the 1940 Act as if that rule applied to closed-end management investment companies, and such other conditions of the Multi-Class Order that (y) pursuant to the terms of the Multi-Class Order (or underlying law or regulation referenced therein), are expressly applicable to the activities of the Sub-Distribution Agent hereunder and (z) are communicated in writing by the Fund or the Distributor to the Sub-Distribution Agent. The Sub-Distribution Agent will comply with the NASD Conduct Rule 2830, as amended from time to time, as if that rule applied to all closed-end management investment companies, and the Sub-Distribution Agent will not knowingly take any action that would prevent the Fund from complying with the terms and conditions in the Multi-Class Order.

Offering and Sale of Shares. (a) The Sub-Distribution Agent is hereby appointed by the Distributor as a non-exclusive selling agent for an indefinite period of time (the “Offering Period”) for the purpose of finding acceptable subscribers for Shares. (b) It is understood that the Sub-Distribution Agent may distribute Offering Materials to potential investors and to customers that have an account with the Sub-Distribution Agent or its Affiliates that may not be pre-qualified as eligible to invest in the Fund, provided that the Sub-Distribution Agent shall obtain appropriate representations from each customer as to its eligibility to invest in the Fund in connection with such customer’s subscription for Shares. Sub-Distribution Agent agrees that it will sell Shares only to its customers reasonably believed to qualify as “qualified clientsaccredited investors” as that term is defined by Rule 205-3 501(a) of Regulation D promulgated under the Advisers Securities Act. (c) It is understood that the Sub-Distribution Agent has no commitment with regard to the sale of the Shares other than to use reasonable efforts and its good faith judgment in soliciting investments in the Shares. It is understood that the Sub-Distribution Agent’s agreement to use reasonable efforts to find subscribers for Shares shall not prevent the Sub-Distribution Agent from acting as a selling agent or underwriter for the securities of other issuers, which may be offered or sold during the term hereof. (d) The Sub-Distribution Agent shall be under no obligation to continue to market the Shares if, in its sole judgment, it believes that doing so would be impracticable, uneconomical or inappropriate, in view of such considerations as it may feel relevant. (e) It is understood that the Sub-Distribution Agent intends to offer and sell Shares of the Fund solely to customers who subscribe for and hold such Shares through accounts for Xxxxxxx Xxxxx Personal Advisor or other managed account programs sponsored by the Sub-Distribution Agent or its affiliates (“Managed Account Program”) that are subject to an asset-based program fee (“Managed Account”). (f) In addition to the Sub-Distribution Agent’s distribution activities, the Sub-Distribution Agent shall perform the following services: (i) assisting prospective Customer Shareholders regarding their investment decisions; (ii) providing administrative, operational and infrastructure support for the selling of Shares and settlement of Fund transactions with Customer Shareholders, as may be mutually agreed; (iii) assisting in the enhancement of relations and communications between Customer Shareholders and the Fund; (iv) assisting in the establishment and maintenance of Customer Shareholders’ accounts with the Fund, including notifying the Distributor of any changes in the account information of a Customer Shareholder; (v) assisting in receiving and forwarding purchase and repurchase requests and payments to and from Customer Shareholders; (vi) consulting with the Distributor and its affiliates regarding investor satisfaction; (vii) providing other Customer Shareholder relations services, such as responding to Customer Shareholder inquiries; and (viii) providing such other similar services as may be mutually agreed by the Distributor and the Sub-Distribution Agent. (gf) The Distributor acknowledges and agrees that none of the Sub-Distribution Agent, any of its respective affiliates or any owner, officer, employee or representatives of the foregoing in its capacity as such (collectively, “Sub-Distribution Agent Parties”) has any responsibility for (among other things) the Shares, the Fund or the performance of an investment in the Shares, including, without limitation, any responsibility for the sponsorship or management of the Fund, the business terms of the Fund, the selection of the Fund’s investments, the performance of the Fund or disclosures concerning the Fund (other than the SDA Supplied Information). (hg) The Sub-Distribution Agent and the Distributor agree that this Agreement is in all respects subject to the Conduct Rules of FINRA and such Conduct Rules shall control any provision to the contrary in this Agreement. (ih) The Sub-Distribution Agent agrees to offer and sell Shares only at the regular public offering price applicable to such Shares and in effect at the time of each transaction. The procedures relating to all orders and the handling of each order (including the effective time of orders received from the Sub-Distribution Agent) are subject to: (i) the terms of the Prospectus and this Agreement; and (ii) the subscription documents for the Fund, as supplemented or amended from time to time; provided that to the extent that the Prospectus contains provisions that are inconsistent with such terms in this Agreement or any other document, the terms of the Prospectus shall be controlling. The Sub-Distribution Agent further acknowledges and agrees that any Shares issued to a Customer Shareholder shall be subject to the Fund’s organizational documents. (ji) All orders for the purchase and sale of Shares are subject to acceptance by Distributor in its sole discretion and become effective upon written confirmation by Distributor. Distributor reserves the right not to accept any specific order for the purchase or sale of Shares. (kj) The Sub-Distribution Agent agrees that payment for orders from Customer Shareholders for the purchase of Shares will be made as described in the Prospectus or as otherwise agreed by the Distributor and the Sub-Distribution Agent herein and from time to time. On the date on which payment for Shares is to be received, the Sub-Distribution Agent will remit to an account designated by the Distributor the purchase order amount due the Fund with respect to the issuance of Shares as determined by the Distributor in accordance with the terms of the Prospectus. If payment for any purchase order is not so received, the Distributor may cancel the sale without notice. (lk) The Sub-Distribution Agent agrees to record on the order the date on which the order for the purchase or sale of Shares was received by the Sub-Distribution Agent, and to forward promptly such orders to Distributor in time for processing at the public offering price next determined after receipt of such orders by the Sub-Distribution Agent, in each case as described in the Prospectus and as contemplated by the terms of this Agreement. (ml) The Sub-Distribution Agent agrees to maintain records of all purchases and sales of Shares made through the Sub-Distribution Agent and upon request from a regulatory authority or as required under applicable law to furnish such regulatory authority with copies of such records. (nm) The Sub-Distribution Agent agrees that it will not make any conditional orders for the purchase or repurchase of Shares and acknowledges that Distributor will not accept conditional orders for Shares. (on) It is understood that the then-current offering price for Shares will generally not be known until approximately 30 days after the effective date of the Share purchase in accordance with the terms of the Prospectus, or as is otherwise disclosed in the Prospectus from time to time. The parties each acknowledge and agree that purchase orders for Shares will generally be made and accepted for a fixed dollar amount, with the number of Shares to be credited to an investor’s account determined upon subsequent finalization of the then-current public offering price of Shares. Distributor agrees to notify investors promptly of the number of Shares received upon the finalization of the offering price. (po) In all offers and sales of the Shares by Sub-Distribution Agent, Sub-Distribution Agent will not act as broker or agent for, or employee of, Distributor or the Fund and Sub-Distribution Agent will not represent to any third party that Sub-Distribution Agent has such authority or is acting in such capacity. (qp) Distributor reserves the right at any time to suspend the sale of Shares or to withdraw or limit the offering of Shares, and, if Distributor exercises this right, Distributor shall provide to Sub-Distribution Agent prompt written notice of such exercise. (rq) Sub-Distribution Agent acknowledges that tender offers for the repurchase of Shares may be made by the Fund, and, if made, will be made subject to the terms summarized in the Prospectus and provided in the tender offer materials and that, as such, the Fund will only make repurchase offers when authorized by the Fund Board. Sub-Distribution Agent expressly acknowledges and understands that Shares will not be repurchased by Distributor or the Fund (other than through tender offers from time to time, if any) and that no secondary market for the Shares exists currently or is expected to develop. (sr) In the event that the Sub-Distribution Agent has been notified by the Distributor of a tender offer, the Sub-Distribution Agent agrees to accept Customer Shareholders’ tenders of Shares and withdrawals of tenders of Shares, and to handle or process such tenders and withdrawals, in accordance with the terms of the applicable tender offer. (t) The Sub-Distribution Agent acknowledges that (i) the Fund is relying on an exemptive order, issued by the SEC on December 26, 2012, in order to offer investors multiple classes of shares (the “Multi-Class Order”) and (ii) it has received a copy of the Multi-Class Order. The Sub-Distribution Agent acknowledges that all offers and sales of Shares pursuant to this Agreement are subject to the terms and conditions in the Multi-Class Order, and the Sub-Distribution Agent agrees to comply with Rule 22d-1 under the 1940 Act as if that rule applied to closed-end management investment companies, and such other conditions of the Multi-Class Order that (y) pursuant to the terms of the Multi-Class Order (or underlying law or regulation referenced therein), are expressly applicable to the activities of the Sub-Distribution Agent hereunder and (z) are communicated in writing by the Fund or the Distributor to the Sub-Distribution Agent. The Sub-Distribution Agent will comply with the NASD Conduct Rule 2830, as amended from time to time, as if that rule applied to all closed-end management investment companies, and the Sub-Distribution Agent will not knowingly take any action that would prevent the Fund from complying with the terms and conditions in the Multi-Class Order.