Common use of Orders Clause in Contracts

Orders. a. Dealer agrees to offer and sell Shares of the Funds (including those of each of its classes) 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 manner of computing the net asset value of Shares and the effective time of orders received from Dealer) are subject to: (i) the terms of the then current prospectus and statement of additional information (including any supplements, stickers or amendments thereto) relating to each Fund, as filed with the SEC ("Prospectus"); (ii) the new account application for each Fund, as supplemented or amended from time to time; and (iii) Distributor's written instructions and multiple class pricing procedures and guidelines, as provided to Dealer from time to time. To the extent that the Prospectus contains provisions that are inconsistent with this Agreement or any other document, the terms of the Prospectus shall be controlling. b. Distributor reserves the right at any time, and without notice to Dealer, to suspend the sale of Shares or to withdraw or limit the offering of Shares. Distributor reserves the unqualified right not to accept any specific order for the purchase or sale of Shares. c. In all offers and sales of the Shares to the public, Dealer is not authorized to act as broker or agent for, or employee of, Distributor, any Fund or any other dealer, and Dealer shall not in any manner represent to any third party that Dealer has such authority or is acting in such capacity. Rather, Dealer agrees that it is acting as principal for Dealer's own account or as agent on behalf of Dealer's customers in all transactions in Shares, except as provided in Section 3.i. hereof. Dealer acknowledges that it is solely responsible for all suitability determinations with respect to sales of Shares of the Funds to Dealer's customers and that Distributor has no responsibility for the manner of Dealer's performance of, or for Dealer's acts or omissions in connection with, the duties and activities Dealer provides under this Agreement. d. All orders are subject to acceptance by Distributor in its sole discretion and become effective only upon confirmation by Distributor. e. Distributor agrees that it will accept from Dealer orders placed through a remote terminal or otherwise electronically transmitted via the National Securities Clearing Corporation ("NSCC") Fund/Serv Networking program, provided, however, that appropriate documentation thereof and agreements relating thereto are executed by both parties to this Agreement, including in particular the standard NSCC Networking Agreement and any other related agreements between Distributor and Dealer deemed appropriate by Distributor, and that all accounts opened or maintained pursuant to that program will be governed by applicable NSCC rules and procedures. Both parties further agree that, if the NSCC Fund/Serv Networking program is used to place orders, the standard NSCC Networking Agreement will control insofar as there is any conflict between any provision of the Dealer Agreement and the standard NSCC Networking Agreement.

Orders. a. (i) Dealer agrees to offer and sell Shares of the Funds (including those of each of its classesclasses thereof) 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 manner of computing the net asset value of Shares and the effective time of orders received from Dealer) are subject to: (iA) the terms of the then then-current prospectus and statement Statement of additional information Additional Information (including any supplements, stickers or amendments thereto) relating to each FundFund (or, as appropriate, class thereof), as filed with the SEC (collectively, the "Prospectus"); (iiB) the new account application for each FundFund (or, as appropriate, class thereof), as supplemented or amended from time to time; and (iiiC) DistributorVKFI's written instructions and multiple class pricing procedures and guidelines, if any, as provided to Dealer from time to time. To the extent that the Prospectus contains provisions that are inconsistent with this Agreement or any other document, the terms of the Prospectus shall be controlling. b. Distributor (ii) VKFI reserves the right at any time, and without notice to Dealer, to suspend the sale of Shares or to withdraw or limit the offering of Shares. Distributor reserves the unqualified right not to accept any specific order for the purchase or sale of Shares. c. (iii) In all offers and sales of the Shares to the public, Dealer is not authorized to act as broker or agent for, or employee of, DistributorVKFI, any Fund or any other dealer, and Dealer shall not in any manner represent to any third party that Dealer has such authority or is acting in such capacity. Rather, Dealer agrees that it is acting as principal for Dealer's own account or as agent on behalf of Dealer's customers in all transactions in Shares, except as provided in Section 3.i. 2.b.(viii) hereof. Dealer acknowledges that it is solely responsible for all suitability determinations with respect to sales of Shares of the Funds to Dealer's customers and that Distributor has no responsibility for the manner of Dealer's performance of, or for Dealer's acts or omissions in connection with, the duties and activities Dealer provides under this Agreement. d. (iv) All orders are subject to acceptance by Distributor VKFI in its sole discretion and become effective only upon confirmation by DistributorVKFI. VKFI reserves the unqualified right not to accept any specific order for the purchase or sale of Shares. e. Distributor (v) VKFI agrees that it will accept from Dealer orders placed through a remote terminal or otherwise electronically transmitted via the National Securities Clearing Corporation ("NSCC") Fund/Serv Networking program, provided, however, that appropriate documentation thereof and agreements relating thereto are executed by both parties to this Agreement, including in particular the standard NSCC Networking Agreement and any other related agreements between Distributor VKFI and Dealer deemed appropriate by DistributorVKFI, and that all accounts opened or maintained pursuant to that program will be governed by applicable NSCC rules and procedures. Both parties further agree that, if the NSCC Fund/Serv Networking program is used to place orders, the standard NSCC Networking Agreement will control insofar as there is any conflict between any provision of the this Dealer Agreement and the standard NSCC Networking Agreement.

Orders. a. Dealer agrees to offer and sell Shares of the Funds (including those of each of its classes) 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 manner of computing the net asset value of Shares and the effective time of orders received from Dealer) are subject to: (i) the terms of the then then-current prospectus and statement Statement of additional information Additional Information (in either case, including any supplements, stickers or amendments theretothereto from time to time) relating to each the Fund, as filed with the SEC ("collectively, the “Prospectus"”); and (ii) the new account application subscription documents for each the Fund, as supplemented or amended from time to time; and (iii) Distributor's written instructions and multiple class pricing procedures and guidelines, as provided to Dealer from time to time. 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. b. Distributor reserves Dealer agrees that it will sell Shares only to its customers (“Clients”) reasonably believed to qualify as “accredited investors” as that term is defined by Rule 501(a) of Regulation D promulgated under the right at any timeSecurities Act of 1933, and without notice to Dealeras amended (the “Securities Act”) (such Clients, to suspend the sale of Shares or to withdraw or limit the offering of Shares. Distributor reserves the unqualified right not to accept any specific order for the purchase or sale of Shares“Eligible Investors”). c. In all offers and sales of the Shares to the publicEligible Investors, Dealer is will not authorized to act as broker or agent for, or employee of, Distributor, any Distributor or the Fund or any other dealer, and Dealer shall will not in any manner represent to any third party that Dealer has such authority or is acting in such capacity. Rather, Dealer agrees that it is acting as principal for Dealer's own account or as agent on behalf of Dealer's customers in all transactions in Shares, except as provided in Section 3.i. hereof. Dealer acknowledges that it is solely responsible for all suitability determinations with respect to sales of Shares of the Funds to Dealer's customers and that Distributor has no responsibility for the manner of Dealer's performance of, or for Dealer's acts or omissions in connection with, the duties and activities Dealer provides under this Agreement. d. All orders for the purchase and sale of Shares are subject to acceptance by Distributor in its sole discretion and become effective only upon written confirmation by Distributor. e. . Distributor reserves the right not to accept any specific order for the purchase or sale of Shares. Notwithstanding the foregoing, the Distributor hereby agrees that it will accept not unreasonably reject or delay accepting an order submitted by Dealer if the Client otherwise meets the eligibility criteria set forth in the Prospectus, and provided further, that upon any such rejection the Distributor shall promptly advise Dealer of such rejection. e. Dealer agrees that payment for orders from Dealer orders placed through a remote terminal Shareholders (defined in 4(b) below) for the purchase of Shares will be made as described in the Prospectus or as otherwise electronically transmitted via the National Securities Clearing Corporation ("NSCC") Fund/Serv Networking program, provided, however, that appropriate documentation thereof and agreements relating thereto are executed agreed by both parties to this Agreement, including in particular the standard NSCC Networking Agreement and any other related agreements between Distributor and Dealer deemed appropriate herein and from time to time. On the date on which payment for Shares is to be received, Dealer will remit to an account designated by DistributorDistributor 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, Distributor may cancel the sale without notice. f. It is understood that the then-current offering price for Shares generally will 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 all accounts opened 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. g. Distributor reserves the right at any time to suspend the sale of Shares or maintained pursuant to that program will be governed by applicable NSCC rules and procedures. Both parties further agree thatwithdraw or limit the offering of Shares, and, if Distributor exercises this right, Distributor shall provide to Dealer prompt written notice of such exercise. h. Dealer acknowledges that the NSCC Fund/Serv Networking program is used Fund may (but will not necessarily) make tender offers for the repurchase of Shares from time to place orders, time as described in the standard NSCC Networking Agreement Prospectus. Dealer acknowledges that such tender offers represent the only expected liquidity opportunity for holders of Shares. i. Dealer agrees that it will control insofar as there is any conflict between any provision not engage a sub-selling agent to assist it in the offer or sale of Shares without the prior written consent of the Distributor. Any approved sub-selling agent shall be required to enter into an agreement with the Dealer Agreement and the standard NSCC Networking Agreementwhich agreement shall be subject to Distributor’s approval.

Orders. a. Dealer agrees to offer and sell Shares of the Funds (including those of each of its classes) 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 manner of computing the net asset value of Shares and the effective time of orders received from Dealer) are subject to: (i) the terms of the then current prospectus and statement of additional information (including any supplements, stickers or amendments thereto) relating to each Fund, as filed with the SEC ("“Prospectus"”); (ii) the new account application for each Fund, as supplemented or amended from time to time; and (iii) Distributor's ’s written instructions and multiple class pricing procedures and guidelines, as provided to Dealer from time to time. To the extent that the Prospectus contains provisions that are inconsistent with this Agreement or any other document, the terms of the Prospectus shall be controlling. b. Distributor reserves the right at any time, and without notice to Dealer, to suspend the sale of Shares or to withdraw or limit the offering of Shares. Distributor reserves the unqualified right not to accept any specific order for the purchase or sale of Shares. c. In all offers and sales of the Shares to the public, Dealer is not authorized to act as broker or agent for, or employee of, Distributor, any Fund or any other dealer, and Dealer shall not in any manner represent to any third party that Dealer has such authority or is acting in such capacity. Rather, Dealer agrees that it is acting as principal for Dealer's ’s own account or as agent on behalf of Dealer's ’s customers in all transactions in Shares, except as provided in Section 3.i. hereof. Dealer acknowledges that it is solely responsible for all suitability determinations with respect to sales of Shares of the Funds to Dealer's ’s customers and that Distributor has no responsibility for the manner of Dealer's ’s performance of, or for Dealer's ’s acts or omissions in connection with, the duties and activities Dealer provides under this Agreement. d. All orders are subject to acceptance by Distributor in its sole discretion and become effective only upon confirmation by Distributor. e. Distributor agrees that it will accept from Dealer orders placed through a remote terminal or otherwise electronically transmitted via the National Securities Clearing Corporation ("“NSCC"”) Fund/Serv Networking program, provided, however, that appropriate documentation thereof and agreements relating thereto are executed by both parties to this Agreement, including in particular the standard NSCC Networking Agreement and any other related agreements between Distributor and Dealer deemed appropriate by Distributor, and that all accounts opened or maintained pursuant to that program will be governed by applicable NSCC rules and procedures. Both parties further agree that, if the NSCC Fund/Serv Networking program is used to place orders, the standard NSCC Networking Agreement will control insofar as there is any conflict between any provision of the Dealer Agreement and the standard NSCC Networking Agreement. f. Dealer acknowledges that it has adopted and implemented, and will continue to have throughout the period of this Agreement, procedures reasonably designed to prevent orders received after the cut-off time on any day that a Fund is open for business from being improperly aggregated with orders received prior to the cut-off time.

Orders. a. Dealer agrees to that it may offer and sell Shares of the Funds (including those of each of its classesclasses thereof) 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 manner of computing the net asset value of Shares and the effective time of orders received from Dealer) are subject to: (i) the terms of the then then-current prospectus and statement Statement of additional information Additional Information (including any supplements, stickers or amendments thereto) relating to each FundFund (or, as appropriate, class thereof), as filed with the SEC (collectively, the "Prospectus"); (ii) the new account application for each FundFund (or, as appropriate, class thereof), as supplemented or amended from time to time; and (iii) Distributor's written instructions and multiple class pricing procedures and guidelines, if any, as provided to Dealer from time to time. To the extent that the Prospectus contains provisions that are inconsistent with this Agreement or any other document, the terms of the Prospectus shall be controlling. b. In all offers and sales of the Shares to the public, Dealer is not authorized to act as broker or agent for, or employee of, Distributor or any Fund, and Dealer shall not represent to any third party that Dealer has such authority or is acting in such capacity. c. All orders are subject to acceptance by Distributor, in its sole discretion, and become effective only upon confirmation by Distributor. Distributor reserves the right not to accept any specific order for the purchase, redemption and/or exchange of Shares. Notwithstanding the foregoing, Distributor will not arbitrarily or without reasonable cause refuse to accept or confirm orders. d. Distributor agrees that it will accept from Dealer orders placed through the customized processing system in place between the parties. e. Distributor reserves the right at any time, and without notice to Dealer, to suspend the sale of Shares or to withdraw or limit the offering of Shares. Distributor reserves shall forthwith notify Dealer, in writing, if it or the unqualified right not to accept any specific order for Funds suspend, withdraw or limit the purchase or sale offering of the Shares. c. In all offers and sales of the Shares to the public, Dealer is not authorized to act as broker or agent for, or employee of, Distributor, any Fund or any other dealer, and Dealer shall not in any manner represent to any third party that Dealer has such authority or is acting in such capacity. Rather, Dealer agrees that it is acting as principal for Dealer's own account or as agent on behalf of Dealer's customers in all transactions in Shares, except as provided in Section 3.i. hereof. Dealer acknowledges that it is solely responsible for all suitability determinations with respect to sales of Shares of the Funds to Dealer's customers and that Distributor has no responsibility for the manner of Dealer's performance of, or for Dealer's acts or omissions in connection with, the duties and activities Dealer provides under this Agreement. d. All orders are subject to acceptance by Distributor in its sole discretion and become effective only upon confirmation by Distributor. e. Distributor agrees that it will accept from Dealer orders placed through a remote terminal or otherwise electronically transmitted via the National Securities Clearing Corporation ("NSCC") Fund/Serv Networking program, provided, however, that appropriate documentation thereof and agreements relating thereto are executed by both parties to this Agreement, including in particular the standard NSCC Networking Agreement and any other related agreements between Distributor and Dealer deemed appropriate by Distributor, and that all accounts opened or maintained pursuant to that program will be governed by applicable NSCC rules and procedures. Both parties further agree that, if the NSCC Fund/Serv Networking program is used to place orders, the standard NSCC Networking Agreement will control insofar as there is any conflict between any provision of the Dealer Agreement and the standard NSCC Networking Agreement.

Orders. a. (a) Dealer agrees to offer and sell Shares of the Funds (including those of each of its classes) 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 manner of computing the net asset value of Shares and the effective time of orders received from Dealer) are subject to: (i) the terms of the then then-current prospectus and statement Statement of additional information Additional Information (in either case, including any supplements, stickers or amendments theretothereto from time to time) relating to each the Fund, as filed with the SEC ("collectively, the “Prospectus"”); and (ii) the new account application subscription documents for each the Fund, as supplemented or amended from time to time; and (iii) Distributor's written instructions and multiple class pricing procedures and guidelines, as provided to Dealer from time to time. 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. b. Distributor reserves (b) Dealer agrees that it will sell Shares only to its customers (“Clients”) reasonably believed to be “qualified clients” within the right at any timemeaning of Rule 205-3 under the Investment Advisers Act of 1940, and without notice to Dealeras amended (such Clients, to suspend the sale of Shares or to withdraw or limit the offering of Shares. Distributor reserves the unqualified right not to accept any specific order for the purchase or sale of Shares“Eligible Investors”). c. (c) In all offers and sales of the Shares to the publicEligible Investors, Dealer is will not authorized to act as broker or agent for, or employee of, Distributor, any Distributor or the Fund or any other dealer, and Dealer shall will not in any manner represent to any third party that Dealer has such authority or is acting in such capacity. Rather, Dealer agrees that it is acting as principal . (d) All orders for Dealer's own account or as agent on behalf of Dealer's customers in all transactions in Shares, except as provided in Section 3.i. hereof. Dealer acknowledges that it is solely responsible for all suitability determinations with respect to sales the purchase and sale of Shares of the Funds to Dealer's customers and that Distributor has no responsibility for the manner of Dealer's performance of, or for Dealer's acts or omissions in connection with, the duties and activities Dealer provides under this Agreement. d. All orders are subject to acceptance by Distributor in its sole discretion and become effective only upon written confirmation by Distributor. e. . Distributor reserves the right not to accept any specific order for the purchase or sale of Shares. Notwithstanding the foregoing, the Distributor hereby agrees that it will accept not unreasonably reject or delay accepting an order submitted by Dealer if the Client otherwise meets the eligibility criteria set forth in the Prospectus, and provided further, that upon any such rejection the Distributor shall promptly advise Dealer of such rejection. (e) Dealer agrees that payment for orders from Dealer orders placed through Shareholders for the purchase of Shares will be made as described in the Prospectus or as otherwise agreed by Distributor and Dealer herein and from time to time. On the date on which payment for Shares is to be received by the Fund, Dealer will remit the payment for the purchase of Shares it has received, less any sales loads, if applicable, from each Client that proposes to make an investment in the Fund, to an account designated by Distributor. If the payment for a remote terminal or otherwise electronically transmitted via Client’s Shares is not received, Distributor may cancel the National Securities Clearing Corporation ("NSCC") Fund/Serv Networking programsale of Shares to the Client, provided, however, that appropriate documentation thereof and agreements relating thereto are executed by both parties to will inform Dealer of such cancellation promptly thereafter. For purposes of this Agreement, including a “Dealer Shareholder” shall include any person or entity that invests in particular the standard NSCC Networking Fund through the Dealer during the term of this Agreement. (f) It is understood that the then-current offering price for Shares generally will 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. (g) 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 Dealer prompt written notice of such exercise. (h) Distributor agrees that Clients submitting orders for Shares shall be entitled to cancel such orders at any time up to five business days before the date as of which Shares are to be issued, or as otherwise stated in the Prospectus. Distributor agrees that no Shares will be issued to any Clients until the end of the initial offer period as described in the Prospectus. (i) Dealer 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 its board of trustees. Dealer 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. (j) Dealer agrees that it will not engage a sub-selling agent to assist it in the offer or sale of Shares without the prior written consent of the Distributor which consent will not be unreasonably withheld. Any approved sub-selling agent shall be required to enter into an agreement with the Dealer which agreement shall be subject to Distributor’s approval. The foregoing shall not prohibit or limit Dealer’s ability to utilize the assistance of its affiliates to assist Dealer in performing its obligations under this Agreement. (k) Dealer acknowledges that 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”). Dealer acknowledges that all offers and sales of Shares pursuant to this Agreement are subject to the terms and any other related agreements between Distributor conditions in the Multi-Class Order, and Dealer deemed appropriate by Distributor, agrees to comply with such terms and that all accounts opened or maintained pursuant to that program will be governed by applicable NSCC rules conditions in the offer and procedures. Both parties further agree that, if the NSCC Fund/Serv Networking program is used to place orders, the standard NSCC Networking Agreement will control insofar as there is any conflict between any provision sale of the Dealer Agreement and the standard NSCC Networking AgreementShares.

Orders. a. Dealer agrees to offer and sell Shares of the Funds (including those of each of its classes) Units only at the regular public offering price applicable to such Shares Units and in effect at the time of each transaction. The procedures relating to all orders and the handling of each order (including the manner of computing the net asset value of Shares Units and the effective time of orders received from Dealer) are subject to: (i) the terms of the then then-current prospectus and statement Statement of additional information Additional Information (if any) relating to the Fund (including any supplements, stickers or amendments thereto) relating to each Fund), as filed with the SEC (collectively, the "Prospectus"); and (ii) the new account application subscription documents for each the Fund, as supplemented or amended from time to time; and (iii) Distributor's written instructions and multiple class pricing procedures and guidelines, as provided to Dealer from time to time. To the extent that the Prospectus contains provisions that are inconsistent with this Agreement or any other document, the terms of the Prospectus shall be controlling. Dealer agrees that purchase orders it places will be made only for the purpose of covering purchase orders received from Dealer Members (as defined below). b. Distributor reserves Dealer agrees that it will sell Units only to its customers reasonably believed to qualify as "accredited investors" as that term is defined by Rule 501(a) of Regulation D promulgated under the right at any timeSecurities Act of 1933, and without notice to Dealer, to suspend as amended (the sale of Shares or to withdraw or limit the offering of Shares. Distributor reserves the unqualified right not to accept any specific order for the purchase or sale of Shares"Securities Act") (such customers "Eligible Investors"). c. In all offers and sales of the Shares Units to the publicEligible Investors, Dealer is will not authorized to act as broker or agent for, or employee of, Distributor, any Distributor or the Fund or any other dealer, and Dealer shall will not in any manner represent to any third party that Dealer has such authority or is acting in such capacity. Rather, Dealer agrees that it is acting as principal for Dealer's own account or as agent on behalf of Dealer's customers in all transactions in Shares, except as provided in Section 3.i. hereof. Dealer acknowledges that it is solely responsible for all suitability determinations with respect to sales of Shares of the Funds to Dealer's customers and that Distributor has no responsibility for the manner of Dealer's performance of, or for Dealer's acts or omissions in connection with, the duties and activities Dealer provides under this Agreement. d. All orders for the purchase of Units are subject to acceptance by the Distributor in its sole discretion and become effective only upon written confirmation by Distributor. e. . The Distributor reserves the right not to accept any specific order for the purchase of Units. Notwithstanding the foregoing, the Distributor hereby agrees that it will accept not unreasonably reject or delay accepting an order submitted by Dealer if the Dealer's client otherwise meets the eligibility criteria set forth in the Prospectus, and provided further, that upon any such rejection the Distributor shall promptly advise Dealer of such rejection. e. Dealer agrees that payment for orders from Dealer for the purchase of Units will be made in accordance with the terms of the Prospectus. On the Subscription Date (as defined in the Prospectus) of each purchase order for Units, Dealer will remit to an account designated by Distributor an amount equal to the amount of such purchase order less Dealer's sales commission, if any, with respect to such purchase order as determined by Distributor in accordance with the terms of the Prospectus. If payment for any purchase order is not received in accordance with the terms of the Prospectus, Distributor reserves the right, without notice, to cancel the sale. f. The parties acknowledge and agree that the then current public offering price of Units will generally not be known until approximately 20 to 25 days after the acceptance of subscriptions by the Fund in accordance with the terms of the Prospectus, or such other amount of time as may be disclosed from time to time in the Prospectus. The parties thus each acknowledge and agree that purchase orders placed through for Units will generally be made and accepted for a remote terminal fixed dollar amount, with the number of Units to be credited to an investor's account determined upon the finalization of the applicable then current public offering price of Units approximately 20 to 25 days after the acceptance of subscriptions by the Fund, or otherwise electronically transmitted via such other amount of time as may be disclosed from time to time in the National Securities Clearing Corporation Prospectus. Distributor agrees to promptly provide to Dealer, confirmation of each acceptance of the subscriptions of Dealer Members ("NSCC"hereinafter defined) by the Fund/Serv Networking program, provided, however, that appropriate documentation thereof and agreements relating thereto are executed by both parties . g. Distributor reserves the right at any time to this Agreement, including suspend the sale of Units or to withdraw or limit the offering of Units entirely or to certain persons or entities in particular the standard NSCC Networking Agreement and any other related agreements between Distributor and Dealer deemed appropriate a class or classes specified by Distributor, and, if Distributor exercises this right, Distributor shall provide to Dealer prompt written notice of such exercise. The minimum and subsequent purchase order amounts shall be as set forth in the Prospectus. h. Dealer acknowledges that tender offers for the repurchase of Units may be made by the Fund, and, if made, will be made subject to the terms summarized in the Prospectus and that, as such, the Fund will only make repurchase offers when authorized by its board of directors. Dealer expressly acknowledges and understands that Units will not be repurchased by Distributor or the Fund (other than through tender offers from time to time, if any) and that all accounts opened no secondary market for the Units exists currently or maintained pursuant is expected to develop. i. Dealer acknowledges and agrees that program certificates for Units will not be governed by applicable NSCC rules and procedures. Both parties further agree that, if the NSCC Fund/Serv Networking program is used to place orders, the standard NSCC Networking Agreement will control insofar as there is issued under any conflict between any provision of the Dealer Agreement and the standard NSCC Networking Agreementcircumstances.

Orders. a. (a) Dealer agrees to offer and sell Shares of the Funds (including those of each of its classes) 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 manner of computing the net asset value of Shares and the effective time of orders received from Dealer) are subject to: (i) the terms of the then then-current prospectus and statement Statement of additional information Additional Information (in either case, including any supplements, stickers or amendments theretothereto from time to time) relating to each the Fund, as filed with the SEC ("collectively, the “Prospectus"”); and (ii) the new account application subscription documents for each the Fund, as supplemented or amended from time to time; and (iii) Distributor's written instructions and multiple class pricing procedures and guidelines, as provided to Dealer from time to time. 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. b. Distributor reserves (b) Dealer agrees that it will sell Shares only to its customers (“Clients”) reasonably believed to be “qualified clients” within the right at any timemeaning of Rule 205-3 under the Investment Advisers Act of 1940, and without notice to Dealeras amended (such Clients, to suspend the sale of Shares or to withdraw or limit the offering of Shares. Distributor reserves the unqualified right not to accept any specific order for the purchase or sale of Shares“Eligible Investors”). c. (c) In all offers and sales of the Shares to the publicEligible Investors, Dealer is will not authorized to act as broker or agent for, or employee of, Distributor, any Distributor or the Fund or any other dealer, and Dealer shall will not in any manner represent to any third party that Dealer has such authority or is acting in such capacity. Rather, Dealer agrees that it is acting as principal . (d) All orders for Dealer's own account or as agent on behalf of Dealer's customers in all transactions in Shares, except as provided in Section 3.i. hereof. Dealer acknowledges that it is solely responsible for all suitability determinations with respect to sales the purchase and sale of Shares of the Funds to Dealer's customers and that Distributor has no responsibility for the manner of Dealer's performance of, or for Dealer's acts or omissions in connection with, the duties and activities Dealer provides under this Agreement. d. All orders are subject to acceptance by Distributor in its sole discretion and become effective only upon written confirmation by Distributor. e. . Distributor reserves the right not to accept any specific order for the purchase or sale of Shares. Notwithstanding the foregoing, the Distributor hereby agrees that it will accept not unreasonably reject or delay accepting an order submitted by Dealer if the Client otherwise meets the eligibility criteria set forth in the Prospectus, and provided further, that upon any such rejection the Distributor shall promptly advise Dealer of such rejection. (e) Dealer agrees that payment for orders from Dealer orders placed through Shareholders for the purchase of Shares will be made as described in the Prospectus or as otherwise agreed by Distributor and Dealer herein and from time to time. On the date on which payment for Shares is to be received by the Fund, Dealer will remit the payment for the purchase of Shares it has received, less any sales loads, if applicable, from each Client that proposes to make an investment in the Fund, to an account designated by Distributor. If the payment for a remote terminal or otherwise electronically transmitted via Client’s Shares is not received, Distributor may cancel the National Securities Clearing Corporation ("NSCC") Fund/Serv Networking programsale of Shares to the Client, provided, however, that appropriate documentation thereof and agreements relating thereto are executed by both parties to will inform Dealer of such cancellation promptly thereafter. For purposes of this Agreement, including a “Dealer Shareholder” shall include any person or entity that invests in particular the standard NSCC Networking Agreement Fund through the Dealer during the term of this Agreement. (f) It is understood that the then-current offering price for Shares generally will 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. (g) 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 Dealer prompt written notice of such exercise. (h) Distributor agrees that Clients submitting orders for Shares shall be entitled to cancel such orders at any time up to five business days before the date as of which Shares are to be issued, or as otherwise stated in the Prospectus. Distributor agrees that no Shares will be issued to any Clients until the end of the initial offer period as described in the Prospectus. (i) Dealer 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 its board of trustees. Dealer expressly acknowledges and understands that Shares will not be repurchased by Distributor or the Fund (other related agreements between Distributor and Dealer deemed appropriate by Distributorthan through tender offers from time to time, if any) and that all accounts opened no secondary market for the Shares exists currently or maintained pursuant is expected to develop. (j) Dealer agrees that program it will be governed by applicable NSCC rules and procedures. Both parties further agree that, if not engage a sub-selling agent to assist it in the NSCC Fund/Serv Networking program is used to place orders, offer or sale of Shares without the standard NSCC Networking Agreement will control insofar as there is any conflict between any provision prior written consent of the Distributor which consent will not be unreasonably withheld. Any approved sub-selling agent shall be required to enter into an agreement with the Dealer Agreement and which agreement shall be subject to Distributor’s approval. The foregoing shall not prohibit or limit Dealer’s ability to utilize the standard NSCC Networking assistance of its affiliates to assist Dealer in performing its obligations under this Agreement.

Orders. a. (i) Dealer agrees to offer and sell Shares of the Funds (including those of each of its classesclasses thereof) 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 manner of computing the net asset value of Shares and the effective time of orders received from Dealer) are shall be effected in accordance with the Operating Procedures attached hereto as Schedule B, subject to: (iA) the terms of the then then-current prospectus and statement Statement of additional information Additional Information (including any supplements, stickers or amendments thereto) relating to each FundFund (or, as appropriate, class thereof), as filed with the SEC ("collectively, the “Prospectus"”); (iiB) the new account application for each FundFund (or, as appropriate, class thereof), as supplemented or amended from time to time; and (iiiC) Distributor's WFFD’s written instructions and multiple class pricing procedures and guidelines, if any, as provided to Dealer from time to time. To the extent that the Prospectus contains provisions that are inconsistent with this Agreement or any other document, the terms of the Prospectus shall be controlling. b. Distributor (ii) WFFD reserves the right at any time, and without notice to Dealer, to suspend the sale of Shares or to withdraw or limit the offering of Shares. Distributor reserves the unqualified right not to accept any specific order for the purchase or sale of Shares. c. (iii) In all offers and sales of the Shares to the public, Dealer is not authorized to act as broker or agent for, or employee of, DistributorWFFD, any Fund or any other dealer, and Dealer shall not in any manner represent to any third party that Dealer has such authority or is acting in such capacity. Rather, Dealer agrees that it is acting as principal for Dealer's ’s own account or as agent on behalf of Dealer's ’s customers in all transactions in Shares, except as provided in Section 3.i2.b. (ix) hereof. Dealer acknowledges that it is solely responsible for all suitability determinations with respect to sales of Shares of the Funds to Dealer's customers and that Distributor has no responsibility for the manner of Dealer's performance of, or for Dealer's acts or omissions in connection with, the duties and activities Dealer provides under this Agreement. d. (iv) All orders are subject to acceptance by Distributor WFFD in its sole discretion and become effective only upon confirmation by DistributorWFFD. WFFD reserves the unqualified right not to accept any specific order for the purchase or sale of Shares. e. Distributor (v) WFFD agrees that it will accept from Dealer orders placed through a remote terminal or otherwise electronically transmitted via the National Securities Clearing Corporation ("“NSCC"”) Fund/Serv Networking program, provided, however, that appropriate documentation thereof and agreements relating thereto are executed by both parties to this Agreement, including in particular the standard NSCC Networking Agreement and any other related agreements between Distributor WFFD and Dealer deemed appropriate by DistributorWFFD, and that all accounts opened or maintained pursuant to that program will be governed by applicable NSCC rules and procedures. Both parties further agree that, if the NSCC Fund/Serv Networking program is used to place orders, the standard NSCC Networking Agreement will control insofar as there is any conflict between any provision of the Dealer Agreement and the standard NSCC Networking Agreement.

Orders. a. (i) Dealer agrees to offer and sell Shares Units of the Funds (including those of each of its classes) Trusts only at the regular public offering price applicable to such Shares Units and in effect at the time of each transaction. The procedures relating to all orders and the handling of each order (including the manner of computing the net asset value of Shares Units and the effective time of orders received from Dealer) are subject to: (iA) the terms of the then current prospectus and statement of additional information (including any supplements, stickers or amendments thereto) relating to each Fund, Trust as filed with the SEC Commission (collectively, the "Prospectus"); (ii) the new account application for each Fund, as supplemented or amended from time to time; and (iiiB) DistributorAAM's written instructions and multiple class pricing procedures and guidelinesinstructions, if any, as provided to Dealer from time to time. To the extent that the Prospectus contains provisions that are inconsistent with this Agreement or any other document, the terms of the Prospectus shall be controlling. b. Distributor (ii) AAM reserves the right at any time, and without notice to Dealer, to suspend the sale of Shares Units or to withdraw or limit the offering of Shares. Distributor reserves the unqualified right not to accept any specific order for the purchase or sale of SharesUnits. c. (iii) In all offers and sales of the Shares Units to the public, Dealer is not authorized to act as broker or agent for, or employee of, DistributorAAM, any Fund Trust or any other dealer, and Dealer shall not in any manner represent to any third party that Dealer has such authority or is acting in such capacity. Rather, Dealer agrees that it is acting as principal for Dealer's own account or as agent on behalf of Dealer's customers in all transactions in SharesUnits, except as provided in Section 3.i. 2(b)(viii) hereof. Dealer acknowledges that it is solely responsible for all suitability determinations with respect to sales of Shares of the Funds to Dealer's customers and that Distributor has no responsibility for the manner of Dealer's performance of, or for Dealer's acts or omissions in connection with, the duties and activities Dealer provides under this Agreement. d. (iv) All orders are subject to acceptance by Distributor AAM in its sole discretion and become effective only upon confirmation by DistributorAAM. AAM reserves the unqualified right not to accept any specific order for the purchase or sale of Units. e. Distributor agrees (v) Dealer acknowledges that from time to time it will accept from Dealer may use a proprietary system(s) established and/or maintained by AAM to submit electronic purchase and/or rollover orders placed through a remote terminal or otherwise electronically transmitted via for Units, among other things. Notwithstanding anything to the National Securities Clearing Corporation ("NSCC") Fund/Serv Networking program, provided, however, that appropriate documentation thereof contrary in this Agreement and agreements relating thereto are executed by both parties in addition to the provisions of this Agreement, use of such system (including any similar upgraded or replacement system) shall be subject to such terms and conditions as may from time to time be required by AAM. To the extent that any such terms are inconsistent with this Agreement, such terms shall be controlling. (vi) Dealer acknowledges that from time to time it may use the Investor's Voluntary Redemptions and Sales ("IVORS") automated redemption and rollover service to tender Units for redemption directly to the trustee of a Trust, to sell Units back to AAM for repurchase, or to conduct rollover transactions for certain Trusts. Notwithstanding anything to the contrary in particular the standard NSCC Networking this Agreement and in addition to the provisions of this Agreement, use of IVORS shall be subject to such terms and conditions as may from time to time be required by the trustee of a Trust and/or by the Depository Trust Company ("IVORS Terms"). To the extent that any other related agreements between Distributor and Dealer deemed appropriate by DistributorIVORS Terms are inconsistent with this Agreement, and that all accounts opened or maintained pursuant to that program will such IVORS Terms shall be governed by applicable NSCC rules and procedures. Both parties further agree that, if the NSCC Fund/Serv Networking program is used to place orders, the standard NSCC Networking Agreement will control insofar as there is any conflict between any provision of the Dealer Agreement and the standard NSCC Networking Agreementcontrolling.

Orders. a. Dealer agrees to offer and sell Shares of the Funds (including those of each of its classes) 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 manner of computing the net asset value of Shares and the effective time of orders received from Dealer) are subject to: (i) the terms of the then then-current prospectus and statement Statement of additional information Additional Information (in either case, including any supplements, stickers or amendments theretothereto from time to time) relating to each the Fund, as filed with the SEC ("collectively, the “Prospectus"”); and (ii) the new account application subscription documents for each the Fund, as supplemented or amended from time to time; and (iii) Distributor's written instructions and multiple class pricing procedures and guidelines, as provided to Dealer from time to time. 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. b. Distributor reserves Dealer agrees that it will sell Shares only to its customers, including Dealer Shareholders (“Clients”), reasonably believed to qualify as “accredited investors” as that term is defined by Rule 501(a) of Regulation D promulgated under the right at any timeSecurities Act of 1933, and without notice to Dealeras amended (the “Securities Act”) (such Clients, to suspend the sale of Shares or to withdraw or limit the offering of Shares. Distributor reserves the unqualified right not to accept any specific order for the purchase or sale of Shares“Eligible Investors”). c. In all offers and sales of the Shares to the publicEligible Investors, Dealer is will not authorized to act as broker or agent for, or employee of, Distributor, any Distributor or the Fund or any other dealer, and Dealer shall will not in any manner represent to any third party that Dealer has such authority or is acting in such capacity. Rather, Dealer agrees that it is acting as principal for Dealer's own account or as agent on behalf of Dealer's customers in all transactions in Shares, except as provided in Section 3.i. hereof. Dealer acknowledges that it is solely responsible for all suitability determinations with respect to sales of Shares of the Funds to Dealer's customers and that Distributor has no responsibility for the manner of Dealer's performance of, or for Dealer's acts or omissions in connection with, the duties and activities Dealer provides under this Agreement. d. All orders for the purchase and sale of Shares are subject to acceptance by Distributor in its sole discretion and become effective only upon written confirmation by Distributor. e. . Distributor reserves the right not to accept any specific order for the purchase or sale of Shares. Notwithstanding the foregoing, the Distributor hereby agrees that it will accept not unreasonably reject or delay accepting an order submitted by Dealer if the Client otherwise meets the eligibility criteria set forth in the Prospectus, and provided further, that upon any such rejection the Distributor shall promptly advise Dealer of such rejection. e. Dealer agrees that payment for orders from Dealer orders placed through a remote terminal Shareholders for the purchase of Shares will be made as described in the Prospectus or as otherwise electronically transmitted via the National Securities Clearing Corporation ("NSCC") Fund/Serv Networking program, provided, however, that appropriate documentation thereof and agreements relating thereto are executed agreed by both parties to this Agreement, including in particular the standard NSCC Networking Agreement and any other related agreements between Distributor and Dealer deemed appropriate herein and from time to time. On the date on which payment for Shares is to be received, Dealer will remit to an account designated by DistributorDistributor 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, Distributor may cancel the sale without notice. f. It is understood that the then-current offering price for Shares generally will 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 all accounts opened 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. g. Distributor reserves the right at any time to suspend the sale of Shares or maintained pursuant to that program will be governed by applicable NSCC rules and procedures. Both parties further agree thatwithdraw or limit the offering of Shares, and, if Distributor exercises this right, Distributor shall provide to Dealer prompt written notice of such exercise. h. Dealer acknowledges that the NSCC Fund/Serv Networking program is used Fund may (but will not necessarily) make tender offers for the repurchase of Shares from time to place orders, time as described in the standard NSCC Networking Agreement Prospectus. Dealer acknowledges that such tender offers represent the only expected liquidity opportunity for holders of Shares. i. Dealer agrees that it will control insofar as there is any conflict between any provision not engage a sub-selling agent to assist it in the offer or sale of Shares without the prior written consent of the Distributor. Any approved sub-selling agent shall be required to enter into an agreement with the Dealer Agreement and the standard NSCC Networking Agreementwhich agreement shall be subject to Distributor’s approval.

Orders. a. Dealer agrees to offer and sell Shares of the Funds (including those of each of its classes) Units only at the regular public offering price applicable to such Shares Units and in effect at the time of each transaction. The procedures relating to all orders and the handling of each order (including the manner of computing the net asset value of Shares Units and the effective time of orders received from Dealer) are subject to: (i) the terms of the then then-current prospectus and statement Statement of additional information Additional Information (if any) relating to the Fund (including any supplements, stickers or amendments thereto) relating to each Fund), as filed with the SEC (collectively, the "Prospectus"); and (ii) the new account application subscription documents for each the applicable Fund, as supplemented or amended from time to time; and (iii) Distributor's written instructions and multiple class pricing procedures and guidelines, as provided to Dealer from time to time. To the extent that the Prospectus contains provisions that are inconsistent with this Agreement or any other document, the terms of the Prospectus shall be controlling. Dealer agrees that purchase orders it places will be made only for the purpose of covering purchase orders received from Dealer Members (as defined below). b. Distributor reserves Dealer agrees that it will sell Units only to its customers reasonably believed to qualify as "accredited investors" as that term is defined by Rule 501(a) of Regulation D promulgated under the right at any timeSecurities Act of 1933, and without notice to Dealer, to suspend as amended (the sale of Shares or to withdraw or limit the offering of Shares. Distributor reserves the unqualified right not to accept any specific order for the purchase or sale of Shares"Securities Act") (such customers "Eligible Investors"). c. In all offers and sales of the Shares Units to the publicEligible Investors, Dealer is will not authorized to act as broker or agent for, or employee of, Distributor, any Distributor or a Fund or any other dealer, and Dealer shall will not in any manner represent to any third party that Dealer has such authority or is acting in such capacity. Rather, Dealer agrees that it is acting as principal for Dealer's own account or as agent on behalf of Dealer's customers in all transactions in Shares, except as provided in Section 3.i. hereof. Dealer acknowledges that it is solely responsible for all suitability determinations with respect to sales of Shares of the Funds to Dealer's customers and that Distributor has no responsibility for the manner of Dealer's performance of, or for Dealer's acts or omissions in connection with, the duties and activities Dealer provides under this Agreement. d. All orders for the purchase of Units are subject to acceptance by the Distributor in its sole discretion and become effective only upon written confirmation by Distributor. e. . The Distributor reserves the right not to accept any specific order for the purchase of Units. Notwithstanding the foregoing, the Distributor hereby agrees that it will accept not unreasonably reject or delay accepting an order submitted by Dealer if the Dealer's client otherwise meets the eligibility criteria set forth in the Prospectus, and provided further, that upon any such rejection the Distributor shall promptly advise Dealer of such rejection. e. Dealer agrees that payment for orders from Dealer for the purchase of Units will be made in accordance with the terms of the Prospectus. On the Subscription Date (as defined in the Prospectus) of each purchase order for Units, Dealer will remit to an account designated by Distributor an amount equal to the amount of such purchase order less Dealer's sales commission, if any, with respect to such purchase order as determined by Distributor in accordance with the terms of the Prospectus. If payment for any purchase order is not received in accordance with the terms of the Prospectus, Distributor reserves the right, without notice, to cancel the sale. f. The parties acknowledge and agree that the then current public offering price of Units will generally not be known until approximately 25 to 35 days after the acceptance of subscriptions by the applicable Fund in accordance with the terms of the Prospectus, or such other amount of time as may be disclosed from time to time in the Prospectus. The parties thus each acknowledge and agree that purchase orders placed through for Units will generally be made and accepted for a remote terminal fixed dollar amount, with the number of Units to be credited to an investor's account determined upon the finalization of the applicable then current public offering price of Units approximately 25 to 35 days after the acceptance of subscriptions by the applicable Fund, or otherwise electronically transmitted via such other amount of time as may be disclosed from time to time in the National Securities Clearing Corporation Prospectus. Distributor agrees to promptly provide to Dealer, confirmation of each acceptance of the subscriptions of Dealer Members ("NSCC"hereinafter defined) by the applicable Fund/Serv Networking program, provided, however, that appropriate documentation thereof and agreements relating thereto are executed by both parties . g. Distributor reserves the right at any time to this Agreement, including suspend the sale of Units or to withdraw or limit the offering of Units entirely or to certain persons or entities in particular the standard NSCC Networking Agreement and any other related agreements between Distributor and Dealer deemed appropriate a class or classes specified by Distributor, and, if Distributor exercises this right, Distributor shall provide to Dealer prompt written notice of such exercise. The minimum and subsequent purchase order amounts shall be as set forth in the Prospectus. h. Dealer acknowledges that tender offers for the repurchase of Units may be made by the Funds, and, if made, will be made subject to the terms summarized in the Prospectus and that, as such, the Funds will only make repurchase offers when authorized by their boards of directors. Dealer expressly acknowledges and understands that Units will not be repurchased by Distributor or a Fund (other than through tender offers from time to time, if any) and that all accounts opened no secondary market for the Units exists currently or maintained pursuant is expected to develop. i. Dealer acknowledges and agrees that program certificates for Units will not be governed by applicable NSCC rules and procedures. Both parties further agree that, if the NSCC Fund/Serv Networking program is used to place orders, the standard NSCC Networking Agreement will control insofar as there is issued under any conflict between any provision of the Dealer Agreement and the standard NSCC Networking Agreementcircumstances.

Orders. a. Dealer agrees to offer and sell Shares of the Funds (including those of each of its classes) 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 manner of computing the net asset value of Shares and the effective time of orders received from Dealer) are subject to: (i) the terms of the then then-current prospectus and statement Statement of additional information Additional Information (in either case, including any supplements, stickers or amendments theretothereto from time to time) relating to each the Fund, as filed with the SEC ("collectively, the “Prospectus"”); and (ii) the new account application subscription documents for each the Fund, as supplemented or amended from time to time; and (iii) Distributor's written instructions and multiple class pricing procedures and guidelines, as provided to Dealer from time to time. 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. b. Distributor reserves Dealer agrees that it will sell Shares only to its customers (“Clients”) reasonably believed to qualify as “accredited investors” as that term is defined by Rule 501(a) of Regulation D promulgated under the right at any timeSecurities Act of 1933, and without notice to Dealeras amended (the “Securities Act”) (such Clients, to suspend the sale of Shares or to withdraw or limit the offering of Shares. Distributor reserves the unqualified right not to accept any specific order for the purchase or sale of Shares“Eligible Investors”). c. In all offers and sales of the Shares to the publicEligible Investors, Dealer is will not authorized to act as broker or agent for, or employee of, Distributor, any Distributor or the Fund or any other dealer, and Dealer shall will not in any manner represent to any third party that Dealer has such authority or is acting in such capacity. Rather, Dealer agrees that it is acting as principal for Dealer's own account or as agent on behalf of Dealer's customers in all transactions in Shares, except as provided in Section 3.i. hereof. Dealer acknowledges that it is solely responsible for all suitability determinations with respect to sales of Shares of the Funds to Dealer's customers and that Distributor has no responsibility for the manner of Dealer's performance of, or for Dealer's acts or omissions in connection with, the duties and activities Dealer provides under this Agreement. d. All orders for the purchase and sale of Shares are subject to acceptance by Distributor in its sole discretion and become effective only upon written confirmation by Distributor. e. . Distributor reserves the right not to accept any specific order for the purchase or sale of Shares. Notwithstanding the foregoing, the Distributor hereby agrees that it will accept not unreasonably reject or delay accepting an order submitted by Dealer if the Client otherwise meets the eligibility criteria set forth in the Prospectus, and provided further, that upon any such rejection the Distributor shall promptly advise Dealer of such rejection. e. Dealer agrees that payment for orders from Dealer orders placed through a remote terminal Shareholders (defined in 4(b) below) for the purchase of Shares will be made as described in the Prospectus or as otherwise electronically transmitted via the National Securities Clearing Corporation ("NSCC") Fund/Serv Networking program, provided, however, that appropriate documentation thereof and agreements relating thereto are executed agreed by both parties to this Agreement, including in particular the standard NSCC Networking Agreement and any other related agreements between Distributor and Dealer deemed appropriate herein and from time to time. On the date on which payment for Shares is to be received, Dealer will remit to an account designated by 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, Distributor may cancel the sale without notice. f. It is understood that the then-current offering price for Shares generally will 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. g. 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 Dealer prompt written notice of such exercise. h. Dealer acknowledges that the Fund may (but will not necessarily) make tender offers for the repurchase of Shares from time to time as described in the Prospectus. Dealer acknowledges that such tender offers represent the only expected liquidity opportunity for holders of Shares. i. Dealer agrees that it will not engage a sub-selling agent to assist it in the offer or sale of Shares without the prior written consent of the Distributor. Any approved sub-selling agent shall be required to enter into an agreement with the Dealer which agreement shall be subject to Distributor’s approval. j. Dealer acknowledges that 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”). Dealer 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 that all accounts opened or maintained pursuant Dealer agrees to that program will be governed by applicable NSCC rules comply with such terms and procedures. Both parties further agree that, if conditions in the NSCC Fund/Serv Networking program is used to place orders, the standard NSCC Networking Agreement will control insofar as there is any conflict between any provision offer and sale of the Dealer Agreement and the standard NSCC Networking AgreementShares.

Orders. a. Dealer agrees to offer and sell Shares of the Funds (including those of each of its classes) 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 manner of computing the net asset value of Shares and the effective time of orders received from Dealer) are subject to: (i) the terms of the then then-current prospectus and statement Statement of additional information Additional Information (in either case, including any supplements, stickers or amendments theretothereto from time to time) relating to each the Fund, as filed with the SEC ("collectively, the “Prospectus"”); and (ii) the new account application subscription documents for each the Fund, as supplemented or amended from time to time; and (iii) Distributor's written instructions and multiple class pricing procedures and guidelines, as provided to Dealer from time to time. 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. b. Distributor reserves Dealer agrees that it will sell Shares only to its customers (“Clients”) reasonably believed to be “qualified clients” within the right at any timemeaning of Rule 205-3 under the Investment Advisers Act of 1940, and without notice to Dealeras amended (such Clients, to suspend the sale of Shares or to withdraw or limit the offering of Shares. Distributor reserves the unqualified right not to accept any specific order for the purchase or sale of Shares“Eligible Investors”). c. In all offers and sales of the Shares to the publicEligible Investors, Dealer is will not authorized to act as broker or agent for, or employee of, Distributor, any Distributor or the Fund or any other dealer, and Dealer shall will not in any manner represent to any third party that Dealer has such authority or is acting in such capacity. Rather, Dealer agrees that it is acting as principal for Dealer's own account or as agent on behalf of Dealer's customers in all transactions in Shares, except as provided in Section 3.i. hereof. Dealer acknowledges that it is solely responsible for all suitability determinations with respect to sales of Shares of the Funds to Dealer's customers and that Distributor has no responsibility for the manner of Dealer's performance of, or for Dealer's acts or omissions in connection with, the duties and activities Dealer provides under this Agreement. d. All orders for the purchase and sale of Shares are subject to acceptance by Distributor in its sole discretion and become effective only upon written confirmation by Distributor. e. . Distributor reserves the right not to accept any specific order for the purchase or sale of Shares. Notwithstanding the foregoing, the Distributor hereby agrees that it will accept not unreasonably reject or delay accepting an order submitted by Dealer if the Client otherwise meets the eligibility criteria set forth in the Prospectus, and provided further, that upon any such rejection the Distributor shall promptly advise Dealer of such rejection. e. Dealer agrees that payment for orders from Dealer orders placed through a remote terminal Shareholders (defined in 4(b) below) for the purchase of Shares will be made as described in the Prospectus or as otherwise electronically transmitted via the National Securities Clearing Corporation ("NSCC") Fund/Serv Networking program, provided, however, that appropriate documentation thereof and agreements relating thereto are executed agreed by both parties to this Agreement, including in particular the standard NSCC Networking Agreement and any other related agreements between Distributor and Dealer deemed appropriate herein and from time to time. On the date on which payment for Shares is to be received by the Fund, Dealer will remit to an account designated by 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, Distributor may cancel the sale without notice. f. It is understood that the then-current offering price for Shares generally will 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. g. 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 Dealer prompt written notice of such exercise. h. Dealer acknowledges that the Fund may (but will not necessarily) make tender offers for the repurchase of Shares from time to time as described in the Prospectus. Dealer acknowledges that such tender offers represent the only expected liquidity opportunity for holders of Shares. i. Dealer agrees that it will not engage a sub-selling agent to assist it in the offer or sale of Shares without the prior written consent of the Distributor. Any approved sub-selling agent shall be required to enter into an agreement with the Dealer which agreement shall be subject to Distributor’s approval. j. Dealer acknowledges that 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”). Dealer 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 that all accounts opened or maintained pursuant Dealer agrees to that program will be governed by applicable NSCC rules comply with such terms and procedures. Both parties further agree that, if conditions in the NSCC Fund/Serv Networking program is used to place orders, the standard NSCC Networking Agreement will control insofar as there is any conflict between any provision offer and sale of the Dealer Agreement and the standard NSCC Networking AgreementShares.

Orders. a. Dealer agrees to offer and sell Shares of the Funds (including those of each of its classes) 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 manner of computing the net asset value of Shares and the effective time of orders received from Dealer) are subject to: (i) the terms of the then then-current prospectus and statement Statement of additional information Additional Information (in either case, including any supplements, stickers or amendments theretothereto from time to time) relating to each the Fund, as filed with the SEC ("collectively, the “Prospectus"”); and (ii) the new account application subscription documents for each the Fund, as supplemented or amended from time to time; and (iii) Distributor's written instructions and multiple class pricing procedures and guidelines, as provided to Dealer from time to time. 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. b. Distributor reserves Dealer agrees that it will sell Shares only to its customers (“Clients”) reasonably believed to be “qualified clients” within the right at any timemeaning of Rule 205-3 under the Investment Advisers Act of 1940, and without notice to Dealeras amended (such Clients, to suspend the sale of Shares or to withdraw or limit the offering of Shares. Distributor reserves the unqualified right not to accept any specific order for the purchase or sale of Shares“Eligible Investors”). c. In all offers and sales of the Shares to the publicEligible Investors, Dealer is will not authorized to act as broker or agent for, or employee of, Distributor, any Distributor or the Fund or any other dealer, and Dealer shall will not in any manner represent to any third party that Dealer has such authority or is acting in such capacity. Rather, Dealer agrees that it is acting as principal for Dealer's own account or as agent on behalf of Dealer's customers in all transactions in Shares, except as provided in Section 3.i. hereof. Dealer acknowledges that it is solely responsible for all suitability determinations with respect to sales of Shares of the Funds to Dealer's customers and that Distributor has no responsibility for the manner of Dealer's performance of, or for Dealer's acts or omissions in connection with, the duties and activities Dealer provides under this Agreement. d. All orders for the purchase and sale of Shares are subject to acceptance by Distributor in its sole discretion and become effective only upon written confirmation by Distributor. e. . Distributor reserves the right not to accept any specific order for the purchase or sale of Shares. Notwithstanding the foregoing, the Distributor hereby agrees that it will accept not unreasonably reject or delay accepting an order submitted by Dealer if the Client otherwise meets the eligibility criteria set forth in the Prospectus, and provided further, that upon any such rejection the Distributor shall promptly advise Dealer of such rejection. e. Dealer agrees that payment for orders from Dealer orders placed through a remote terminal Shareholders (defined in 4(b) below) for the purchase of Shares will be made as described in the Prospectus or as otherwise electronically transmitted via the National Securities Clearing Corporation ("NSCC") Fund/Serv Networking program, provided, however, that appropriate documentation thereof and agreements relating thereto are executed agreed by both parties to this Agreement, including in particular the standard NSCC Networking Agreement and any other related agreements between Distributor and Dealer deemed appropriate herein and from time to time. On the date on which payment for Shares is to be received by Distributorthe Fund, Dealer will remit to an account designated by 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, Distributor may cancel the sale without notice. f. It is understood that the then-current offering price for Shares generally will 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 all accounts opened 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. g. Distributor reserves the right at any time to suspend the sale of Shares or maintained pursuant to that program will be governed by applicable NSCC rules and procedures. Both parties further agree thatwithdraw or limit the offering of Shares, and, if Distributor exercises this right, Distributor shall provide to Dealer prompt written notice of such exercise. h. Dealer acknowledges that the NSCC Fund/Serv Networking program is used Fund may (but will not necessarily) make tender offers for the repurchase of Shares from time to place orders, time as described in the standard NSCC Networking Agreement Prospectus. Dealer acknowledges that such tender offers represent the only expected liquidity opportunity for holders of Shares. i. Dealer agrees that it will control insofar as there is any conflict between any provision not engage a sub-selling agent to assist it in the offer or sale of Shares without the prior written consent of the Distributor. Any approved sub-selling agent shall be required to enter into an agreement with the Dealer Agreement and the standard NSCC Networking Agreementwhich agreement shall be subject to Distributor’s approval.

Orders. a. Dealer agrees to offer and sell Shares of the Funds (including those of each of its classes) 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 manner of computing the net asset value of Shares and the effective time of orders received from Dealer) are subject to: (i) the terms of the then then-current prospectus and statement Statement of additional information Additional Information (in either case, including any supplements, stickers or amendments theretothereto from time to time) relating to each the Fund, as filed with the SEC ("collectively, the “Prospectus"”); and (ii) the new account application subscription documents for each the Fund, as supplemented or amended from time to time; and (iii) Distributor's written instructions and multiple class pricing procedures and guidelines, as provided to Dealer from time to time. 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. b. Distributor reserves Dealer agrees that it will sell Shares only to its customers (“Clients”) reasonably believed to be “qualified clients” within the right at any timemeaning of Rule 205-3 under the Investment Advisers Act of 1940, and without notice to Dealeras amended (such Clients, to suspend the sale of Shares or to withdraw or limit the offering of Shares. Distributor reserves the unqualified right not to accept any specific order for the purchase or sale of Shares“Eligible Investors”). c. In all offers and sales of the Shares to the publicEligible Investors, Dealer is will not authorized to act as broker or agent for, or employee of, Distributor, any Distributor or the Fund or any other dealer, and Dealer shall will not in any manner represent to any third party that Dealer has such authority or is acting in such capacity. Rather, Dealer agrees that it is acting as principal for Dealer's own account or as agent on behalf of Dealer's customers in all transactions in Shares, except as provided in Section 3.i. hereof. Dealer acknowledges that it is solely responsible for all suitability determinations with respect to sales of Shares of the Funds to Dealer's customers and that Distributor has no responsibility for the manner of Dealer's performance of, or for Dealer's acts or omissions in connection with, the duties and activities Dealer provides under this Agreement. d. All orders for the purchase and sale of Shares are subject to acceptance by Distributor in its sole discretion and become effective only upon written confirmation by Distributor. e. . Distributor reserves the right not to accept any specific order for the purchase or sale of Shares. Notwithstanding the foregoing, the Distributor hereby agrees that it will accept not unreasonably reject or delay accepting an order submitted by Dealer if the Client otherwise meets the eligibility criteria set forth in the Prospectus, and provided further, that upon any such rejection the Distributor shall promptly advise Dealer of such rejection. e. Dealer agrees that payment for orders from Dealer orders placed through Shareholders for the purchase of Shares will be made as described in the Prospectus or as otherwise agreed by Distributor and Dealer herein and from time to time. On the date on which payment for Shares is to be received by the Fund, Dealer will remit the payment for the purchase of Shares it has received, less any sales loads, if applicable, from each Client that proposes to make an investment in the Fund, to an account designated by Distributor. If the payment for a remote terminal or otherwise electronically transmitted via Client’s Shares is not received, Distributor may cancel the National Securities Clearing Corporation ("NSCC") Fund/Serv Networking programsale of Shares to the Client, provided, however, that appropriate documentation thereof and agreements relating thereto are executed by both parties to will inform Dealer of such cancellation promptly thereafter. For purposes of this Agreement, including a “Dealer Shareholder” shall include any person or entity that invests in particular the standard NSCC Networking Fund and was introduced by Dealer to the Fund during the term of this Agreement. f. It is understood that the then-current offering price for Shares generally will 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. g. 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 Dealer prompt written notice of such exercise. h. Distributor agrees that Clients submitting orders for Shares shall be entitled to cancel such orders at any time up to five business days before the date as of which Shares are to be issued, or as otherwise stated in the Prospectus. Distributor agrees that no Shares will be issued to any Clients until the end of the initial offer period as described in the Prospectus. i. Dealer 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 its board of trustees. Dealer 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. j. Dealer agrees that it will not engage a sub-selling agent to assist it in the offer or sale of Shares without the prior written consent of the Distributor which consent will not be unreasonably withheld. Any approved sub-selling agent shall be required to enter into an agreement with the Dealer which agreement shall be subject to Distributor’s approval. The foregoing shall not prohibit or limit Dealer’s ability to utilize the assistance of its affiliates to assist Dealer in performing its obligations under this Agreement. k. [Dealer acknowledges that 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”). Dealer acknowledges that all offers and sales of Shares pursuant to this Agreement are subject to the terms and any other related agreements between Distributor conditions in the Multi-Class Order, and Dealer deemed appropriate by Distributor, agrees to comply with such terms and that all accounts opened or maintained pursuant to that program will be governed by applicable NSCC rules conditions in the offer and procedures. Both parties further agree that, if the NSCC Fund/Serv Networking program is used to place orders, the standard NSCC Networking Agreement will control insofar as there is any conflict between any provision sale of the Dealer Agreement and the standard NSCC Networking Agreement.Shares.]1

Orders. a. Dealer agrees to offer and sell Shares of the Funds (including those of each of its classes) 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 manner of computing the net asset value of Shares and the effective time of orders received from Dealer) are subject to: (i) the terms of the then current prospectus and statement of additional information (including any supplements, stickers or amendments thereto) relating to each Fund, as filed with the SEC ("“Prospectus"”); (ii) the new account application for each Fund, as supplemented or amended from time to time; and (iii) Distributor's ’s written instructions and multiple class pricing procedures and guidelines, as provided to Dealer from time to time. To the extent that the Prospectus contains provisions that are inconsistent with this Agreement or any other document, the terms of the Prospectus shall be controlling. b. Distributor reserves the right at any time, and without notice to Dealer, to suspend the sale of Shares or to withdraw or limit the offering of Shares. Distributor reserves the unqualified right not to accept any specific order for the purchase or sale of Shares. c. In all offers and sales of the Shares to the public, Dealer is not authorized to act as broker or agent for, or employee of, Distributor, any Fund or any other dealer, and Dealer shall not in any manner represent to any third party that Dealer has such authority or is acting in such capacity. Rather, Dealer agrees that it is acting as principal for Dealer's ’s own account or as agent on behalf of Dealer's ’s customers in all transactions in Shares, except as provided in Section 3.i. hereof. Dealer acknowledges that it is solely responsible for all suitability determinations with respect to sales of Shares of the Funds to Dealer's ’s customers and that Distributor has no responsibility for the manner of Dealer's ’s performance of, or for Dealer's ’s acts or omissions in connection with, the duties and activities Dealer provides under this Agreement. d. All orders are subject to acceptance by Distributor in its sole discretion and become effective only upon confirmation by Distributor. e. Distributor agrees that it will accept from Dealer orders placed through a remote terminal or otherwise electronically transmitted via the National Securities Clearing Corporation ("“NSCC"”) Fund/Serv Networking program, provided, however, that appropriate documentation thereof and agreements relating thereto are executed by both parties to this Agreement, including in particular the standard NSCC Networking Agreement and any other related agreements between Distributor and Dealer deemed appropriate by Distributor, and that all accounts opened or maintained pursuant to that program will be governed by applicable NSCC rules and procedures. Both parties further agree that, if the NSCC Fund/Serv Networking program is used to place orders, the standard NSCC Networking Agreement will control insofar as there is any conflict between any provision of the Dealer Agreement and the standard NSCC Networking Agreement.

Orders. a. (i) Dealer agrees to offer and sell Shares of the Funds (including those Units of each of its classes) Series only at the regular public offering price applicable to such Shares Units and in effect at the time of each transaction. The procedures relating to all orders and the handling of each order (including the manner of computing the net asset value of Shares Units and the effective time of orders received from Dealer) are subject to: (iA) the terms of the then current prospectus and statement of additional information (including any supplements, stickers or amendments thereto) relating to each Fund, Series as filed with the SEC Commission ("collectively, the “Prospectus"); (ii”) the new account application for each Fund, as supplemented or amended from time to time; and (iiiB) Distributor's Strategas’s written instructions and multiple class pricing procedures and guidelinesinstructions, if any, as provided to Dealer from time to time. To the extent that the Prospectus contains provisions that are inconsistent with this Agreement or any other document, the terms of the Prospectus shall be controlling. b. Distributor (ii) Strategas reserves the right at any time, and without notice to Dealer, to suspend the sale of Shares Units or to withdraw or limit the offering of Shares. Distributor reserves the unqualified right not to accept any specific order for the purchase or sale of SharesUnits. c. (iii) In all offers and sales of the Shares Units to the public, Dealer is not authorized to act as broker or agent for, or employee of, DistributorStrategas, any Fund Series or any other dealer, and Dealer shall not in any manner represent to any third party that Dealer has such authority or is acting in such capacity. Rather, Dealer agrees that it is acting as principal for Dealer's ’s own account or as agent on behalf of Dealer's ’s customers in all transactions in SharesUnits, except as provided in Section 3.i. 2(b)(viii) hereof. Dealer acknowledges that it is solely responsible for all suitability determinations with respect to sales of Shares of the Funds to Dealer's customers and that Distributor has no responsibility for the manner of Dealer's performance of, or for Dealer's acts or omissions in connection with, the duties and activities Dealer provides under this Agreement. d. (iv) All orders are subject to acceptance by Distributor Strategas in its sole discretion and become effective only upon confirmation by DistributorStrategas. Strategas reserves the unqualified right not to accept any specific purchase or sale order for the Units of any Series. e. Distributor agrees that (v) Dealer acknowledges that, from time to time, it will accept from Dealer may use a proprietary system(s) established and/or maintained by Strategas or its agent or designee to submit electronic purchase and/or rollover orders placed through a remote terminal or otherwise electronically transmitted via for Units, among other things. Notwithstanding anything to the National Securities Clearing Corporation ("NSCC") Fund/Serv Networking program, provided, however, that appropriate documentation thereof contrary in this Agreement and agreements relating thereto are executed by both parties in addition to the provisions of this Agreement, use of any such system (including any similar upgraded or replacement system) shall be subject to such terms and conditions as may, from time to time, be required by Strategas. To the extent that any such terms are inconsistent with the terms of this Agreement, such terms shall be controlling. (vi) Dealer acknowledges that, from time to time, it may use the Investor’s Voluntary Redemptions and Sales (“IVORS”) automated redemption and rollover service to: (i) tender Units for redemption directly to the trustee of the Trust, (ii) sell Units back to Strategas for repurchase or (iii) conduct rollover transactions for certain Series. Notwithstanding anything to the contrary in particular the standard NSCC Networking this Agreement and in addition to the provisions of this Agreement, use of IVORS shall be subject to such terms and conditions as may, from time to time, be required by the trustee of a Trust and/or by The Depository Trust Company (such terms, “IVORS Terms”). To the extent that any other related agreements between Distributor and Dealer deemed appropriate by Distributorsuch IVORS Terms are inconsistent with the terms of this Agreement, and that all accounts opened or maintained pursuant to that program will such IVORS Terms shall be governed by applicable NSCC rules and procedures. Both parties further agree that, if the NSCC Fund/Serv Networking program is used to place orders, the standard NSCC Networking Agreement will control insofar as there is any conflict between any provision of the Dealer Agreement and the standard NSCC Networking Agreementcontrolling.

Orders. a. Dealer agrees to offer and sell Shares of the Funds (including those of each of its classes) 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 manner of computing the net asset value of Shares and the effective time of orders received from Dealer) are subject to: (i) the terms of the then then-current prospectus and statement Statement of additional information Additional Information (in either case, including any supplements, stickers or amendments theretothereto from time to time) relating to each the Fund, as filed with the SEC ("collectively, the “Prospectus"”); and (ii) the new account application subscription documents for each the Fund, as supplemented or amended from time to time; and (iii) Distributor's written instructions and multiple class pricing procedures and guidelines, as provided to Dealer from time to time. 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. b. Distributor reserves Dealer agrees that it will sell Shares only to its customers (“Clients”) reasonably believed to qualify as “accredited investors” as that term is defined by Rule 501(a) of Regulation D promulgated under the right at any timeSecurities Act of 1933, and without notice to Dealeras amended (the “Securities Act”) (such Clients, to suspend the sale of Shares or to withdraw or limit the offering of Shares. Distributor reserves the unqualified right not to accept any specific order for the purchase or sale of Shares“Eligible Investors”). c. In all offers and sales of the Shares to the publicEligible Investors, Dealer is will not authorized to act as broker or agent for, or employee of, Distributor, any Distributor or the Fund or any other dealer, and Dealer shall will not in any manner represent to any third party that Dealer has such authority or is acting in such capacity. Rather, Dealer agrees that it is acting as principal for Dealer's own account or as agent on behalf of Dealer's customers in all transactions in Shares, except as provided in Section 3.i. hereof. Dealer acknowledges that it is solely responsible for all suitability determinations with respect to sales of Shares of the Funds to Dealer's customers and that Distributor has no responsibility for the manner of Dealer's performance of, or for Dealer's acts or omissions in connection with, the duties and activities Dealer provides under this Agreement. d. All orders for the purchase and sale of Shares are subject to acceptance by Distributor in its sole discretion and become effective only upon written confirmation by Distributor. e. . Distributor reserves the right not to accept any specific order for the purchase or sale of Shares. Notwithstanding the foregoing, the Distributor hereby agrees that it will accept not unreasonably reject or delay accepting an order submitted by Dealer if the Client otherwise meets the eligibility criteria set forth in the Prospectus, and provided further, that upon any such rejection the Distributor shall promptly advise Dealer of such rejection. e. Dealer agrees that payment for orders from Dealer orders placed through a remote terminal Shareholders (defined in 4(b) below) for the purchase of Shares will be made as described in the Prospectus or as otherwise electronically transmitted via the National Securities Clearing Corporation ("NSCC") Fund/Serv Networking program, provided, however, that appropriate documentation thereof and agreements relating thereto are executed agreed by both parties to this Agreement, including in particular the standard NSCC Networking Agreement and any other related agreements between Distributor and Dealer deemed appropriate herein and from time to time in writing. On the date on which payment for Shares is to be received, Dealer will remit to an account designated by DistributorDistributor 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, Distributor may cancel the sale without notice. f. It is understood that the then-current offering price for Shares generally will 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 all accounts opened 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. g. Distributor reserves the right at any time to suspend the sale of Shares or maintained pursuant to that program will be governed by applicable NSCC rules and procedures. Both parties further agree thatwithdraw or limit the offering of Shares, and, if Distributor exercises this right, Distributor shall provide to Dealer prompt written notice of such exercise. h. Dealer acknowledges that the NSCC Fund may (but will not necessarily) make tender offers for the repurchase of Shares from time to time as described in the Prospectus. Dealer acknowledges that such tender offers represent the only expected liquidity opportunity for holders of Shares. Distributor represents that disclosure regarding the lack of liquidity and associated risks is included in the Fund/Serv Networking program is used ’s prospectus. i. Dealer agrees that it will not engage a sub-selling agent to place orders, assist it in the standard NSCC Networking Agreement will control insofar as there is any conflict between any provision offer or sale of Shares without the prior written consent of the Distributor. Any approved sub-selling agent shall be required to enter into an agreement with the Dealer Agreement and the standard NSCC Networking Agreementwhich agreement shall be subject to Distributor’s approval.

Orders. a. Dealer (a) Selling Agent agrees to offer and sell Shares of the Funds to its customers (including those of each of its classes“Clients”) only at the regular public offering price net asset value applicable to such Shares and plus any applicable sales load in effect at the time of each transactiontransaction as described in the Prospectus (as defined below). The procedures relating to all orders and the handling of each order (including the manner of computing the net asset value of Shares and the effective time of orders received from DealerSelling Agent) are subject to: (i) to the terms of the then current prospectus and prospectus, statement of additional information (in either case, including any supplements, stickers or amendments theretothereto from time to time) relating to each the Fund, as filed with the SEC ("collectively, the “Prospectus"); (ii”) and Rule 23c-3(b)(7)(iii) under the new account application for each Fund1940 Act, as supplemented or amended from time and to time; and (iii) Distributor's written instructions and multiple class pricing procedures and guidelines, as provided to Dealer from time to time. 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 controllingcontrolling subject to compliance with Rule 23c-3(b)(7)(iii) under the 1940 Act. Selling Agent may impose commissions or other fees (“Selling Agent-Imposed Commissions”) that it may charge its Clients in its discretion in accordance with applicable law and regulations and applicable guidance issued by the SEC and FINRA. b. (b) Selling Agent agrees that it is acting as principal for Selling Agent’s own account or as agent on behalf of Clients in all transactions in Shares (and not as broker, agent or employee of the Distributor or the Fund), except that in connection with orders for the purchase of Shares on behalf of any IRAs, 401(k) plans or other retirement plan accounts, by mail, telephone, or wire, Selling Agent shall agree it acts as agent for the custodian or trustee of such plans. (c) 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 for any reason or no reason. Upon any such rejection, Distributor shall advise Selling Agent of such rejection as soon as is reasonably practicable. (d) Xxxxxxx Agent agrees that payment for orders from Selling Agent Shareholders (defined in Section 4(b) below) for the purchase of Shares will be made as described in the Prospectus or as otherwise agreed by Distributor and Selling Agent herein and from time to time. On the date on which payment for Shares is to be received by the Fund, Selling Agent will remit to an account designated by Distributor the purchase order amount due the Fund with respect to the issuance of Shares as determined by Distributor in accordance with the terms of the Prospectus. If payment for any purchase order is not so received, Distributor may cancel the sale without notice. (e) Distributor reserves the right at any time, and without notice to Dealer, 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 Selling Agent prompt written notice of such exercise. Selling Agent agrees that upon such suspension by Distributor reserves at any time, Selling Agent will suspend its offer and sale of Shares and will resume its offer and sale of Shares hereunder only upon subsequent request of Distributor. (f) Selling Agent acknowledges that the unqualified right not to accept any specific order Fund will make offers for the purchase or sale repurchase of Shares from time to time as described in the Prospectus and Section 5 of this Agreement. Selling Agent acknowledges that such repurchase offers represent the only expected liquidity opportunity for holders of Shares. c. In all offers and sales of the Shares to the public, Dealer is not authorized to act as broker or agent for, or employee of, Distributor, any Fund or any other dealer, and Dealer shall not in any manner represent to any third party that Dealer has such authority or is acting in such capacity. Rather, Dealer agrees that it is acting as principal for Dealer's own account or as agent on behalf of Dealer's customers in all transactions in Shares, except as provided in Section 3.i. hereof. Dealer acknowledges that it is solely responsible for all suitability determinations with respect to sales of Shares of the Funds to Dealer's customers and that Distributor has no responsibility for the manner of Dealer's performance of, or for Dealer's acts or omissions in connection with, the duties and activities Dealer provides under this Agreement. d. All orders are subject to acceptance by Distributor in its sole discretion and become effective only upon confirmation by Distributor. e. Distributor (g) Xxxxxxx Agent agrees that it will accept from Dealer orders placed through not engage a remote terminal sub-selling agent to assist it in the offer or otherwise electronically transmitted via sale of Shares without the National Securities Clearing Corporation ("NSCC") Fund/Serv Networking program, provided, however, that appropriate documentation thereof and agreements relating thereto are executed by both parties prior written consent of Distributor. Any approved sub-selling agent shall be required to this Agreement, including in particular the standard NSCC Networking Agreement and any other related agreements between Distributor and Dealer deemed appropriate by enter into an agreement with Selling Agent which agreement shall be subject to Distributor, and that all accounts opened or maintained pursuant to that program will be governed by applicable NSCC rules and procedures. Both parties further agree that, if the NSCC Fund/Serv Networking program is used to place orders, the standard NSCC Networking Agreement will control insofar as there is any conflict between any provision of the Dealer Agreement and the standard NSCC Networking Agreement’s approval.

Orders. a. Dealer agrees to offer and sell Shares of the Funds (including those of each of its classes) 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 manner of computing the net asset value of Shares and the effective time of orders received from Dealer) are subject to: (i) the terms of the then then-current prospectus and statement Statement of additional information Additional Information (in either case, including any supplements, stickers or amendments theretothereto from time to time) relating to each the Fund, as filed with the SEC ("collectively, the “Prospectus"”); and (ii) the new account application subscription documents for each the Fund, as supplemented or amended from time to time; and (iii) Distributor's written instructions and multiple class pricing procedures and guidelines, as provided to Dealer from time to time. 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. b. Distributor reserves Dealer agrees that it will sell Shares only to its customers (“Clients”) reasonably believed to qualify as “accredited investors” as that term is defined by Rule 501(a) of Regulation D promulgated under the right at any timeSecurities Act of 1933, and without notice to Dealeras amended (the “Securities Act”) (such Clients, to suspend the sale of Shares or to withdraw or limit the offering of Shares. Distributor reserves the unqualified right not to accept any specific order for the purchase or sale of Shares“Eligible Investors”). c. In all offers and sales of the Shares to the publicEligible Investors, Dealer is will not authorized to act as broker or agent for, or employee of, Distributor, any Distributor or the Fund or any other dealer, and Dealer shall will not in any manner represent to any third party that Dealer has such authority or is acting in such capacity. Rather, Dealer agrees that it is acting as principal for Dealer's own account or as agent on behalf of Dealer's customers in all transactions in Shares, except as provided in Section 3.i. hereof. Dealer acknowledges that it is solely responsible for all suitability determinations with respect to sales of Shares of the Funds to Dealer's customers and that Distributor has no responsibility for the manner of Dealer's performance of, or for Dealer's acts or omissions in connection with, the duties and activities Dealer provides under this Agreement. d. All orders for the purchase and sale of Shares are subject to acceptance by Distributor in its sole discretion and become effective only upon written confirmation by Distributor. e. . Distributor reserves the right not to accept any specific order for the purchase or sale of Shares. Notwithstanding the foregoing, the Distributor hereby agrees that it will accept not unreasonably reject or delay accepting an order submitted by Dealer if the Client otherwise meets the eligibility criteria set forth in the Prospectus, and provided further, that upon any such rejection the Distributor shall promptly advise Dealer of such rejection. e. Dealer agrees that payment for orders from Dealer orders placed through a remote terminal Shareholders (defined in 4(b) below) for the purchase of Shares will be made as described in the Prospectus or as otherwise electronically transmitted via the National Securities Clearing Corporation ("NSCC") Fund/Serv Networking program, provided, however, that appropriate documentation thereof and agreements relating thereto are executed agreed by both parties to this Agreement, including in particular the standard NSCC Networking Agreement and any other related agreements between Distributor and Dealer deemed appropriate herein and from time to time. On the date on which payment for Shares is to be received by the Fund, Dealer will remit the payment for the purchase of Shares it has received, less any sales loads if applicable, from each Client that proposes to make an investment in the Fund, to an account designated by Distributor. If the payment for a Client’s Shares is not received, Distributor may cancel the sale of Shares to the Client, and will inform Dealer of such cancellation promptly thereafter. f. It is understood that all accounts opened 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 maintained pursuant as is otherwise disclosed in the Prospectus from time to time. The parties each acknowledge and agree that program 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. g. 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 Dealer prompt written notice of such exercise. h. Distributor agrees that Clients submitting orders for Shares shall be entitled to cancel such orders at any time up to five Business Days before the date as of which Shares are to be issued, or as otherwise stated in the Prospectus. Distributor agrees that no Shares will be governed issued to any Clients until the end of the initial offer period as described in the Prospectus. i. Dealer acknowledges that tender offers for the repurchase of Shares may be made by applicable NSCC rules the Fund, and, if made, will be made subject to the terms summarized in the Prospectus and procedures. Both parties further agree provided in the tender offer materials and that, if the NSCC Fund/Serv Networking program is used to place ordersas such, the standard NSCC Networking Agreement Fund will control insofar as there only make repurchase offers when authorized by its board of trustees. Dealer 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 any conflict between any provision expected to develop. j. Dealer agrees that it will not engage a sub-selling agent to assist it in the offer or sale of Shares without the prior written consent of the Distributor which consent will not be unreasonably withheld. Any approved sub-selling agent shall be required to enter into an agreement with the Dealer Agreement and which agreement shall be subject to Distributor’s approval. The foregoing shall not prohibit or limit Dealer’s ability to utilize the standard NSCC Networking assistance of its affiliates to assist Dealer in performing its obligations under this Agreement.

Orders. a. (i) Dealer agrees to offer and sell Shares of the Funds (including those of each of its classesclasses thereof) 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 manner of computing the net asset value of Shares and the effective time of orders received from Dealer) are subject to: (iA) the terms of the then then-current prospectus and statement of additional information (including any supplements, stickers or amendments thereto) relating to each FundFund (or, as appropriate, class thereof), as filed with the SEC (collectively, the "Prospectus"); (iiB) the new account application for each FundFund (or, as appropriate, class thereof), as supplemented or amended from time to time; and (iiiC) DistributorClaymore's written instructions and multiple class pricing procedures and guidelines, if any, as provided to Dealer from time to time. To the extent that the Prospectus contains provisions that are inconsistent with this Agreement or any other document, the terms of the Prospectus shall be controlling. b. Distributor (ii) Claymore reserves the right at any time, and without notice to Dealer, to suspend the sale of Shares or to withdraw or limit the offering of Shares. Distributor reserves the unqualified right not to accept any specific order for the purchase or sale of Shares. c. (iii) In all offers and sales of the Shares to the public, Dealer is not authorized to act as broker or agent for, or employee of, DistributorClaymore, any Fund or any other dealer, and Dealer shall not in any manner represent to any third party that Dealer has such authority or is acting in such capacity. Rather, Dealer agrees that it is acting as principal for Dealer's own account or as agent on behalf of Dealer's customers in all transactions in Shares, except as provided in Section 3.i. 2.b.(ix) hereof. Dealer acknowledges that it is solely responsible for all suitability determinations with respect to sales of Shares of the Funds to Dealer's customers and that Distributor has no responsibility for the manner of Dealer's performance of, or for Dealer's acts or omissions in connection with, the duties and activities Dealer provides under this Agreement. d. (iv) All orders are subject to acceptance by Distributor Claymore in its sole discretion and become effective only upon confirmation by DistributorClaymore. Claymore reserves the unqualified right not to accept any specific order for the purchase or sale of Shares. e. Distributor (v) Claymore agrees that it will accept from Dealer orders placed through a remote terminal or otherwise electronically transmitted via the National Securities Clearing Corporation ("NSCC") Fund/Serv Networking program, provided, however, that appropriate documentation thereof and agreements relating thereto are executed by both parties to this Agreement, including in particular the standard NSCC Networking Agreement and any other related agreements between Distributor Claymore and Dealer deemed appropriate by DistributorClaymore, and that all accounts opened or maintained pursuant to that program will be governed by applicable NSCC rules and procedures. Both parties further agree that, if the NSCC Fund/Serv Networking program is used to place orders, the standard NSCC Networking Agreement will control insofar as there is any conflict between any provision of the this Dealer Selling Agreement and the standard NSCC Networking Agreement.

Orders. a. Dealer agrees to offer and sell Shares of the Funds (including those of each of its classes) 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 manner of computing the net asset value of Shares and the effective time of orders received from Dealer) are subject to: (i) the terms of the then then-current prospectus and statement Statement of additional information Additional Information (including any supplements, stickers or amendments thereto) relating to each the Fund, as filed with the SEC ("collectively, the “Prospectus"”); and (ii) the new account application subscription documents for each the Fund, as supplemented or amended from time to time; and (iii) Distributor's written instructions and multiple class pricing procedures and guidelines, as provided to Dealer from time to time. To the extent that the Prospectus contains provisions that are inconsistent with this Agreement or any other document, the terms of the Prospectus shall be controlling. b. Dealer agrees that it will sell Shares only to its customers who qualify both as “accredited investors” as that term is defined by Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and “qualified clients” as that term is defined by Rule 205-3 promulgated under the Investment Advisers Act of 1940 (such customers “Eligible Investors”). c. In all offers and sales of the Shares to Eligible Investors, Dealer is not authorized to act as broker or agent for, or employee of, Distributor, the Fund or any other dealer, and Dealer shall not represent to any third party that Dealer has such authority or is acting in such capacity. d. All orders for the purchase and sale of Shares are subject to acceptance by Distributor in its sole discretion and become effective only upon written confirmation by Distributor. Distributor reserves the unqualified right not to accept any specific order for the purchase or sale of Shares. Notwithstanding the foregoing, the Distributor hereby agrees that it will not unreasonably reject or delay accepting an order submitted by Dealer if the Dealer’s customer otherwise meets the eligibility criteria set forth in the Prospectus, and provided further, that upon any such rejection the Distributor shall promptly advise Dealer of such rejection. e. Distributor reserves the right at any time, and without notice to Dealer, to suspend the sale of Shares or to withdraw or limit the offering of Shares. Distributor reserves the unqualified right not to accept any specific order for the purchase or sale of Shares. c. In all offers and sales of the Shares to the public, Dealer is not authorized to act as broker or agent for, or employee of, Distributor, any Fund or any other dealer, and Dealer shall not in any manner represent to any third party that Dealer has such authority or is acting in such capacity. Rather, Dealer agrees that it is acting as principal for Dealer's own account or as agent on behalf of Dealer's customers in all transactions in Shares, except as provided in Section 3.i. hereof. Dealer acknowledges that it is solely responsible for all suitability determinations with respect to sales of Shares of the Funds to Dealer's customers and that Distributor has no responsibility for the manner of Dealer's performance of, or for Dealer's acts or omissions in connection with, the duties and activities Dealer provides under this Agreement. d. All orders are subject to acceptance by Distributor in its sole discretion and become effective only upon confirmation by Distributor. e. Distributor agrees that it will accept from Dealer orders placed through a remote terminal or otherwise electronically transmitted via the National Securities Clearing Corporation ("NSCC") Fund/Serv Networking program, provided, however, that appropriate documentation thereof and agreements relating thereto are executed by both parties to this Agreement, including in particular the standard NSCC Networking Agreement and any other related agreements between Distributor and Dealer deemed appropriate by Distributor, and that all accounts opened or maintained pursuant to that program will be governed by applicable NSCC rules and procedures. Both parties further agree that, if the NSCC Fund/Serv Networking program is used to place orders, the standard NSCC Networking Agreement will control insofar as there is any conflict between any provision of the Dealer Agreement and the standard NSCC Networking Agreement.

Orders. a. (i) Dealer agrees to offer and sell Shares of the Funds (including those of each of its classesclasses thereof) only at the regular public offering price applicable to such Shares and in effect at the time of each transactiontransaction and subject to the minimum initial or subsequent investment amount, if any. The procedures relating to all orders and the handling of each an order for Shares (including the manner of computing the net asset value of Shares and the effective time of orders received from Dealer) are subject to: (iA) the terms of the then then-current prospectus and statement Statement of additional information Additional Information (including any supplements, stickers or amendments thereto) relating to each FundFund (or, as appropriate, class thereof), as filed with the SEC Securities and Exchange Commission ("“SEC”) (collectively, the “Prospectus"”); (iiB) the new account application for each FundFund (or, as appropriate, class thereof), as supplemented or amended from time to time; and (iiiC) the Distributor's ’s written instructions and multiple class pricing procedures and guidelines, if any, as provided to Dealer and as may be amended by Distributor from time to time. To the extent that the Prospectus contains provisions that are inconsistent with this Agreement or any other document, the terms of the Prospectus shall be controlling. b. Distributor reserves (ii) The Funds reserve the right at any time, and without notice to Dealer, to suspend the sale of Shares or to withdraw or limit the offering of Shares. Distributor reserves the unqualified right not Shares at any time and without notice to accept Dealer and without incurring any specific order for the purchase liability or sale of Sharesobligation to Dealer. c. (iii) In all offers and sales of the Shares to the public, Dealer is not authorized to act as broker or agent for, or employee of, the Distributor, any Fund or any other dealer, and Dealer shall not in any manner represent to any third party that Dealer has such authority or is acting in such capacity. Rather, Dealer agrees that it is acting as principal for Dealer's ’s own account or as agent on behalf of Dealer's ’s customers in all transactions in Shares, except as provided in Section 3.i. 1.b(x) hereof. Dealer acknowledges that it is solely responsible for all suitability determinations with respect to sales of Shares of the Funds to Dealer's customers and that Distributor has no responsibility for the manner of Dealer's performance of, or for Dealer's acts or omissions in connection with, the duties and activities Dealer provides under this Agreement. d. (iv) All orders are subject to acceptance by the Distributor and the Funds in its sole discretion their discretion. The Distributor and become effective only upon confirmation by Distributorthe Funds reserve the unqualified right not to accept any order for the purchase or sale of Shares. e. (v) The Distributor agrees that it will accept from Dealer orders placed through a remote terminal or otherwise electronically transmitted via the National Securities Clearing Corporation ("“NSCC"”) Fund/Serv SERV Networking program, provided, however, that (A) appropriate documentation thereof and agreements relating thereto are executed by both parties to this Agreementthereto, including in particular the standard NSCC Networking Agreement and any other related agreements between the Distributor and Dealer deemed appropriate by the Distributor, are executed by Distributor and that Dealer and (B) all accounts opened or maintained pursuant to that program will be governed by applicable NSCC rules and procedures. Both parties further agree that, if the NSCC Fund/Serv SERV Networking program is used to place orders, the standard NSCC Networking Agreement will control insofar as there is any conflict between any provision of the Dealer this Agreement and the standard NSCC Networking Agreement.

Orders. a. All orders Dealer agrees to offer and sell submits for transactions in Shares of the Funds (including those of each of shall reflect orders received from its classes) only at the regular public offering price applicable to such Shares and in effect at the time of each transactioncustomers or shall be for its account for its own bona fide investment. The procedures relating to all orders and the handling of each order (including the manner of computing the net asset value of Shares and the effective time of orders received from Dealer) are subject to: (i) the terms of the then then-current Fund prospectus and statement (the “Prospectus,” which for purposes of additional information (including this agreement includes any supplements, stickers or amendments thereto) relating to each Fund, as filed with thereto and the SEC ("Prospectus"Statement of Additional Information incorporated therein); and (ii) the new account subscription or application documents for each the Fund, as supplemented or amended from time to time; and (iii) Distributor's written instructions and multiple class pricing procedures and guidelines, as provided to Dealer from time to time. To the extent that the Prospectus contains provisions that are inconsistent with this Agreement agreement or any other document, the terms of the Prospectus shall be controlling. b. control. Xxxxxx agrees to record on the order the date on which all orders for the purchase of Shares are received by it, and to forward promptly such orders to the Fund or the transfer agent in time for processing at the public offering price next determined after receipt of such orders by Dealer, in each case as described in the Prospectus. As agent for its customers, Dealer shall not withhold placing customers’ orders for any Shares so as to profit Dealer or its customers as a result of such withholding. Subject to the terms and conditions set forth in the Prospectus and any operating procedures and policies established by Distributor reserves or the right at any Fund (directly or through its transfer agent) from time to time, and without notice Dealer is hereby authorized to Dealer, to suspend place orders directly with the sale of Shares or to withdraw or limit Fund for the offering purchase of Shares. Distributor reserves the unqualified right not to accept any specific order for the All purchase or sale of Shares. c. In all offers and sales of the Shares to the public, orders Dealer is not authorized to act as broker or agent for, or employee of, Distributor, any Fund or any other dealer, and Dealer shall not in any manner represent to any third party that Dealer has such authority or is acting in such capacity. Rather, Dealer agrees that it is acting as principal for Dealer's own account or as agent on behalf of Dealer's customers in all transactions in Shares, except as provided in Section 3.i. hereof. Dealer acknowledges that it is solely responsible for all suitability determinations with respect to sales of Shares of the Funds to Dealer's customers and that Distributor has no responsibility for the manner of Dealer's performance of, or for Dealer's acts or omissions in connection with, the duties and activities Dealer provides under this Agreement. d. All orders submits are subject to acceptance or rejection by the Distributor in its sole discretion and become effective only upon written confirmation by the Distributor. e. , and Distributor reserves the right to suspend or limit the sale of Shares. It is expected that Shares will be offered in a periodic continuous offering at net asset value (“NAV”), and certain Share classes may have an additional front-end sales charge. Dealer acknowledges and agrees, however, that there is no assurance that the Fund will engage in a continuous offering of Shares and may determine not to do so in its sole discretion. Dealer is not authorized to make any representations concerning Shares except such representations as are contained in the Prospectus and in such supplemental written information that the Fund or Distributor (acting on behalf of the Fund) may provide to Dealer with respect to the Fund. All orders that are accepted for the purchase of Shares shall be executed at NAV per share on the next relevant subscription date, less any applicable charges and expenses for which the Fund has determined to charge shareholders as permitted by applicable law and described in the Prospectus. Dealer agrees that it will accept only offer Shares to, and submit an order to purchase Shares for, customers who Dealer reasonably believes (both at the time of an initial subscription and at the time of any additional subscription) to be an “accredited investor” within the meaning of Regulation D under the Securities Act of 1933, as amended, to the extent required by the SEC and to be a “qualified client,” as defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended, to the extent the Fund continues to charge an incentive fee that requires such standard, as described in the Fund’s then current Prospectus. Dealer further agrees that neither the Fund, the Distributor nor any of their affiliates or agents will have any responsibility or liability to review any purchase or repurchase request which is presented by Dealer (i) to determine whether such request is genuine or authorized by customer (ii) to determine the suitability of the Fund or class of shares for customer. The Fund, the Distributor and their affiliates and agents will be entitled to rely conclusively on any purchase or repurchase request communicated to the Fund by Dealer, and will have no liability whatsoever for any losses, claims or damages to or against Dealer or any of its customers resulting from the failure of Dealer orders placed through a remote terminal to transmit any such request, or otherwise electronically transmitted via the National Securities Clearing Corporation ("NSCC") Fund/Serv Networking program, provided, however, that appropriate documentation thereof and agreements relating thereto are executed by both parties to this Agreement, including from any errors contained in particular the standard NSCC Networking Agreement and any request. Notwithstanding any other related agreements provision of this Agreement to the contrary, nothing in this Agreement contemplates or requires that Distributor provide any services, deal directly with or give any recommendations to any retail customer or retail investor for purposes of SEC Regulation Best Interest or Form CRS, it being understood and agreed between and among the parties that Distributor will act only as a wholesale distributor for Fund through third-party dealers and selling agents, which will deal with such retail customers or retail investors. Dealer deemed appropriate by Distributoragrees that it will only offer Shares to, and that all accounts opened submit an order to purchase Shares on behalf of, customers who subscribe (both at the time of an initial subscription and at the time of any additional subscription) for no less than the minimum denominations as specified in the Prospectus or maintained pursuant to that program will be governed by applicable NSCC rules and proceduresas the Fund or Distributor shall advise. Both parties further agree that, if Dealer shall not purchase any Shares for a discretionary account without obtaining the NSCC Fund/Serv Networking program is used to place orders, the standard NSCC Networking Agreement will control insofar as there is any conflict between any provision prior written approval of the Dealer Agreement customer and the standard NSCC Networking Agreementsuch customer’s completed and executed subscription agreement.

Orders. a. (a) Dealer agrees to offer and sell Shares of the Funds (including those of each of its classes) only at the regular public offering transaction price plus selling commissions and dealer manager fees, if any, 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 manner of computing the net asset value NAV of Shares and the effective time of orders received from Dealer) are subject to: (i) the terms of the then then-current prospectus and statement of additional information (including any supplements, stickers or amendments thereto) relating to each FundProspectus, as filed with the SEC ("Prospectus")SEC; and (ii) the new account application subscription documents for each Fundthe Offering, as supplemented or amended from time to time; and (iii) Distributor's written instructions and multiple class pricing procedures and guidelines, as provided to Dealer from time to time. 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 controllingcontrolling following the Dealer Manager’s delivery of notice of such inconsistent provisions to Dealer. b. Distributor reserves the right at any time, and without notice to Dealer, to suspend the sale of Shares or to withdraw or limit the offering of Shares. Distributor reserves the unqualified right not to accept any specific order for the purchase or sale of Shares. c. (b) In all offers and sales of the Shares to the publicShares, Dealer is will not authorized to act as broker or agent for, or employee of, Distributor, any Fund the Dealer Manager or any other dealer, the Company and Dealer shall will not in any manner represent to any third party that Dealer has such authority or is acting in such capacity. (c) All orders, whether initial or additional, are subject to acceptance by and shall only become effective upon confirmation by the Company, which reserves the right to reject any order in its sole discretion, including, without limitation, orders not accompanied by an executed Subscription Agreement in good order or without the required instrument of payment in full payment for the Shares. RatherDealer agrees that no selling commission or dealer manager fee will be paid to Dealer with respect to the portion of any subscription that is rejected. Issuance and delivery of the Shares will be made only after actual receipt of payment therefor. If any check is not paid upon presentment, or if the Company is not in actual receipt of clearinghouse funds or cash, certified or cashier's check or the equivalent in payment for the Shares, the Company reserves the right to cancel the sale without notice. In the event that the Dealer Manager has reallowed any selling commission or dealer manager fee to Dealer for the sale of one or more Shares and the subscription is rejected, canceled or rescinded for any reason as to one or more of the Shares covered by such subscription, Dealer shall pay the amount specified to the Dealer Manager promptly following mailing of notice to Dealer by the Dealer Manager stating the amount owed as a result of rescinded or rejected subscriptions. Further, if Dealer has retained selling commissions or dealer manager fees in connection with any order that is subsequently rejected, canceled or rescinded for any reason, Dealer agrees to return to the subscriber any selling commission and dealer manager fee theretofore retained by Dealer, together with any other related subscription funds then in Dealer’s control, if any, with respect to such order, promptly following the receipt of notice provided to Dealer by the Dealer Manager stating the amount owed as a result of rescinded or rejected subscriptions. If Dealer fails to pay any such amounts, the Dealer Manager shall have the right to offset such amounts owed against future compensation due and otherwise payable to Dealer (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in connection with such failure). Notwithstanding the foregoing, the Dealer Manager hereby agrees that it will not unreasonably rescind, reject or delay accepting an order submitted by Dealer if the Client otherwise meets the eligibility criteria set forth in the Prospectus, and provided further, that upon any such rescission or rejection, the Dealer Manager shall promptly advise Dealer or cause Dealer to be advised of such rescission or rejection within ten (10) days following the rescission or rejection of such subscriptions and such notice shall include the reason for such rescission or rejection. (d) The Dealer Manager reserves the right at any time to suspend the sale of Shares or to withdraw or limit the offering of Shares, and, if the Dealer Manager exercises this right, the Dealer Manager shall provide to Dealer prompt written notice of such exercise. Dealer reserves the right at any time to suspend its offering of Shares. For the avoidance of doubt, Dealer’s election to suspend its offering of Shares shall not constitute a breach of its duties hereunder, or otherwise constitute a termination of this Agreement. (e) Dealer acknowledges that repurchases of Shares may be made by the Company, and, if made, will be made subject to the terms of the share repurchase plan attached hereto as Exhibit B (the “Share Repurchase Plan”). Dealer expressly acknowledges and understands that Shares will not be repurchased by the Dealer Manager or the Company other than through the share repurchase plan and that no established secondary market for the Shares exists currently or is expected to develop. The Company agrees that: (1) it shall promptly provide written notice to Dealer in the event that (i) the Company amends its Share Repurchase Plan, (ii) any of the caps or limits on repurchases set forth in the Share Repurchase Plan are reached, or (iii) the Company fails to redeem any Shares that are tendered for repurchase in a given month or quarter; and (2) it shall not amend the Share Repurchase Plan paragraph regarding a Key Man Triggering Event (as defined in the Share Repurchase Plan) without prior written consent of Dealer. (f) Dealer agrees that it is acting as principal for Dealer's own account will not engage a sub-selling agent to assist it in the offer or as agent on behalf of Dealer's customers in all transactions in Shares, except as provided in Section 3.i. hereof. Dealer acknowledges that it is solely responsible for all suitability determinations with respect to sales sale of Shares without the prior written consent of the Funds Dealer Manager which consent will not be unreasonably withheld. Any approved sub-selling agent shall be required to enter into an agreement with Dealer which agreement shall be subject to the Dealer Manager’s approval. The foregoing shall not prohibit or limit Dealer's customers and that Distributor has no responsibility for ’s ability to utilize the manner assistance of Dealer's performance of, or for Dealer's acts or omissions its affiliates to assist Dealer in connection with, the duties and activities Dealer provides performing its obligations under this Agreement. d. All orders are subject (g) Notwithstanding anything herein to acceptance by Distributor the contrary, the Dealer Manager, the Company and the Advisor acknowledge and agree that a Client’s subscription amount (as set forth in its Subscription Agreement) may be reduced by Dealer in Dealer’s sole discretion in accordance with its internal oversubscription and become effective only upon confirmation by Distributor. e. Distributor agrees that it will accept from Dealer orders placed through a remote terminal or otherwise electronically transmitted via the National Securities Clearing Corporation ("NSCC") Fund/Serv Networking programallocation policies and procedures, provided, however, that appropriate documentation thereof which policies and agreements relating thereto are executed by both parties to this Agreement, including in particular the standard NSCC Networking Agreement and any other related agreements between Distributor and Dealer deemed appropriate by Distributor, and that all accounts opened or maintained pursuant to that program procedures will be governed by applicable NSCC rules and proceduresdescribed in the Subscription Agreement. Both parties further agree that, if the NSCC Fund/Serv Networking program is used to place orders, the standard NSCC Networking Agreement will control insofar as there is any conflict between any provision of Dealer shall inform the Dealer Agreement and Manager regarding any reduction of a Client’s subscription amount prior to the standard NSCC Networking Agreementapplicable closing date of such Client’s investment.

Orders. a. (i) Dealer agrees to offer and sell Shares Units of the Funds (including those of each of its classes) Trusts only at the regular public offering price applicable to such Shares Units and in effect at the time of each transaction. The procedures relating to all orders and the handling of each order (including the manner of computing the net asset value of Shares Units and the effective time of orders received from Dealer) are subject to: (iA) the terms of the then then-current prospectus and statement of additional information (including any supplements, stickers or amendments thereto) relating to each FundTrust (or, as appropriate, class thereof), as filed with the SEC (collectively, the "Prospectus"); (ii) the new account application for each Fund, as supplemented or amended from time to time; and (iiiB) DistributorVKFI's written instructions and multiple class pricing procedures and guidelinesinstructions, if any, as provided to Dealer from time to time. To the extent that the Prospectus contains provisions that are inconsistent with this Agreement or any other document, the terms of the Prospectus shall be controlling. b. Distributor (ii) VKFI reserves the right at any time, and without notice to Dealer, to suspend the sale of Shares Units or to withdraw or limit the offering of Shares. Distributor reserves the unqualified right not to accept any specific order for the purchase or sale of SharesUnits. c. (iii) In all offers and sales of the Shares Units to the public, Dealer is not authorized to act as broker or agent for, or employee of, DistributorVKFI, any Fund Trust or any other dealer, and Dealer shall not in any manner represent to any third party that Dealer has such authority or is acting in such capacity. Rather, Dealer agrees that it is acting as principal for Dealer's own account or as agent on behalf of Dealer's customers in all transactions in SharesUnits, except as provided in Section 3.i2.b. (viii) hereof. Dealer acknowledges that it is solely responsible for all suitability determinations with respect to sales of Shares of the Funds to Dealer's customers and that Distributor has no responsibility for the manner of Dealer's performance of, or for Dealer's acts or omissions in connection with, the duties and activities Dealer provides under this Agreement. d. (iv) All orders are subject to acceptance by Distributor VKFI in its sole discretion and become effective only upon confirmation by DistributorVKFI. VKFI reserves the unqualified right not to accept any specific order for the purchase or sale of Units. e. Distributor agrees (v) Dealer acknowledges that from time to time it will accept from Dealer orders placed through a remote terminal or otherwise electronically transmitted via the National may use VKFI's Broker Online Securities Clearing Corporation System Network ("NSCCBOSSNET") Fund/Serv Networking programto submit electronic purchase and/or rollover orders for Units, provided, however, that appropriate documentation thereof among other things. Notwithstanding anything to the contrary in this Agreement and agreements relating thereto are executed by both parties in addition to the provisions of this Agreement, use of BOSSNET (including any similar upgraded or replacement system) shall be subject to such terms and conditions as may from time to time be required by VKFI ("BOSSNET Terms"). To the extent that any BOSSNET Terms are inconsistent with this Agreement, such BOSSNET Terms shall be controlling. (vi) Dealer acknowledges that from time to time it may use the Investor's Voluntary Redemptions and Sales ("IVORS") automated redemption and rollover service to tender Units for redemption directly to the trustee of a Trust, to sell Units back to VKFI for repurchase, or to conduct rollover transactions for certain Trusts. Notwithstanding anything to the contrary in particular the standard NSCC Networking this Agreement and in addition to the provisions of this Agreement, use of IVORS shall be subject to such terms and conditions as may from time to time be required by the trustee of a Trust and/or by Depository Trust Company ("IVORS Terms"). To the extent that any other related agreements between Distributor and Dealer deemed appropriate by DistributorIVORS Terms are inconsistent with this Agreement, and that all accounts opened or maintained pursuant to that program will such IVORS Terms shall be governed by applicable NSCC rules and procedures. Both parties further agree that, if the NSCC Fund/Serv Networking program is used to place orders, the standard NSCC Networking Agreement will control insofar as there is any conflict between any provision of the Dealer Agreement and the standard NSCC Networking Agreementcontrolling.

Orders. a. (i) Dealer agrees to offer and sell Shares of the Funds (including those of each of its classesclasses thereof) 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 manner of computing the net asset value of Shares and the effective time of orders received from Dealer) are subject to: (iA) the terms of the then then-current prospectus and statement Statement of additional information Additional Information (including any supplements, stickers or amendments thereto) relating to each FundFund (or, as appropriate, class thereof), as filed with the SEC (collectively, the "Prospectus"); (iiB) the new account application for each FundFund (or, as appropriate, class thereof), as supplemented or amended from time to time; and (iiiC) the Distributor's written instructions and multiple class pricing procedures and guidelines, if any, as provided to Dealer from time to time. To the extent that the Prospectus contains provisions that are inconsistent with this Agreement or any other document, the terms of the Prospectus shall be controlling. b. Distributor reserves (ii) the Funds reserve the right at any time, and without notice to Dealer, to suspend the sale of Shares or to withdraw or limit the offering of Shares. Distributor reserves the unqualified right not to accept any specific order for the purchase or sale of Shares. c. (iii) In all offers and sales of the Shares to the public, Dealer is not authorized to act as broker or agent for, or employee of, the Distributor, any Fund or any other dealer, and Dealer shall not in any manner represent to any third party that Dealer has such authority or is acting in such capacity. Rather, Dealer agrees that it is acting as principal for Dealer's own account or as agent on behalf of Dealer's customers in all transactions in Shares, except as provided in Section 3.i. 2.b(ix) hereof. Dealer acknowledges that it is solely responsible for all suitability determinations with respect to sales of Shares of the Funds to Dealer's customers and that Distributor has no responsibility for the manner of Dealer's performance of, or for Dealer's acts or omissions in connection with, the duties and activities Dealer provides under this Agreement. d. (iv) All orders are subject to acceptance by the Distributor and the Funds in its sole discretion their discretion. The Distributor and become effective only upon confirmation by Distributorthe Funds reserve the unqualified right not to accept any specific order for the purchase or sale of Shares. e. (v) The Distributor agrees that it will accept from Dealer orders placed through a remote terminal or otherwise electronically transmitted via the National Securities Clearing Corporation ("NSCC") Fund/Serv Networking program, provided, however, that appropriate documentation thereof and agreements relating thereto are executed by both parties to this Agreement, including in particular the standard NSCC Networking Agreement and any other related agreements between the Distributor and Dealer deemed appropriate by the Distributor, and that all accounts opened or maintained pursuant to that program will be governed by applicable NSCC rules and procedures. Both parties further agree that, if the NSCC Fund/Serv Networking program is used to place orders, the standard NSCC Networking Agreement will control insofar as there is any conflict between any provision of the this Dealer Agreement and the standard NSCC Networking Agreement.

Orders. a. Dealer agrees to offer and sell Shares of the Funds (including those of each of its classes) 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 manner of computing the net asset value of Shares and the effective time of orders received from Dealer) are subject to: (i) the terms of the then current prospectus and statement of additional information (including any supplements, stickers or amendments thereto) relating to each Fund, as filed with the SEC ("Prospectus"); (ii) the new account application for each Fund, as supplemented or amended from time to time; and (iii) Distributor's written instructions and multiple class pricing procedures and guidelines, as provided to Dealer from time to time. To the extent that the Prospectus contains provisions that are inconsistent with this Agreement or any other document, the terms of the Prospectus shall be controlling. b. Distributor reserves the right at any time, and without notice to Dealer, to suspend the sale of Shares or to withdraw or limit the offering of Shares. Distributor reserves the unqualified right not to accept any specific order for the purchase or sale of Shares. c. In all offers and sales of the Shares to the public, Dealer is not authorized to act as broker or agent for, or employee of, Distributor, any Fund or any other dealer, and Dealer shall not in any manner represent to any third party that Dealer has such authority or is acting in such capacity. Rather, Dealer agrees that it is acting as principal for Dealer's own account or as agent on behalf of Dealer's customers in all transactions in Shares, except as provided in Section 3.i. hereof. Dealer acknowledges that it is solely responsible for all suitability determinations with respect to sales of Shares of the Funds to Dealer's customers and that Distributor has no responsibility for the manner of Dealer's performance of, or for Dealer's acts or omissions in connection with, the duties and activities Dealer provides under this Agreement. d. All orders are subject to acceptance by Distributor in its sole discretion and become effective only upon confirmation by Distributor. e. c. Distributor agrees that it will accept from Dealer orders placed through a remote terminal or otherwise electronically transmitted via the National Securities Clearing Corporation ("NSCC") Fund/Serv Networking program, provided, however, that appropriate documentation thereof and agreements relating thereto are executed by both parties to this Agreement, including in particular the standard NSCC Networking Agreement and any other related agreements between Distributor and Dealer deemed appropriate by Distributor, and that all accounts opened or maintained pursuant to that program will be governed by applicable NSCC rules and procedures. Both parties further agree that, if the NSCC Fund/Serv Networking program is used to place orders, the standard NSCC Networking Agreement will control insofar as there is any conflict between any provision of the Dealer Agreement and the standard NSCC Networking Agreement.

Orders. a. Dealer agrees to offer and sell Shares of the Funds (including those of each of its classes) 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 manner of computing the net asset value of Shares and the effective time of orders received from Dealer) are subject to: (i) the terms of the then then-current prospectus and statement Statement of additional information Additional Information (including any supplements, stickers or amendments thereto) relating to each FundEligible Fund (or, as appropriate, class thereof), as filed with the SEC (collectively, the "Prospectus"); (ii) the new account application for each FundEligible Fund (or, as appropriate, class thereof), as supplemented or amended from time to time; and (iii) Distributor's written instructions and multiple class pricing procedures and guidelines, if any, as provided to Dealer from time to time. To the extent that the Prospectus contains provisions that are inconsistent with this Agreement or any other document, the terms of the Prospectus shall be controlling. b. Distributor reserves Dealer agrees to offer and sell Shares of the right Eligible Funds on any day that the Eligible Funds are open for business, as determined in accordance with each Eligible Fund's Prospectus (a "Business Day"),only at any time, the regular public offering price applicable to such Shares and without notice to Dealer, to suspend in effect at the sale time of Shares or to withdraw or limit the offering of Shares. Distributor reserves the unqualified right not to accept any specific order for the purchase or sale of Shareseach transaction. c. Dealer shall place orders through Distributor prior to the time as of which the net asset value ("NAV") is determined for the Eligible Fund on such Business Day, as specified in the Eligible Fund's Prospectus (the "Close of Trading"). d. In all offers and sales of the Shares to the public, Dealer is not authorized to act as broker or agent for, or employee of, Distributor, any Eligible Fund or any other dealer, and Dealer shall not in any manner represent to any third party that Dealer has such authority or is acting in such capacity. Rather, Dealer agrees that it is acting as principal for Dealer's own account or as agent on behalf of Dealer's customers in all transactions in Shares, except as provided in Section 3.i4.i. hereof. Dealer acknowledges that it is solely responsible for all suitability determinations with respect to sales of Shares of the Funds to Dealer's customers and that Distributor has no responsibility for the manner of Dealer's performance of, or for Dealer's acts or omissions in connection with, the duties and activities Dealer provides under this Agreement. d. e. All orders are subject to acceptance by Distributor in its sole discretion and become effective only upon confirmation by Distributor. Distributor reserves the unqualified right not to accept any specific order for the purchase or sale of Shares. e. f. Distributor agrees that it will accept from Dealer orders placed through a designated clearing entity, through a remote terminal or otherwise electronically transmitted via the National Securities Clearing Corporation ("NSCC") Fund/Serv Networking programSERV system ("Fund/SERV"), provided, however, that appropriate documentation thereof and agreements relating thereto are executed by both parties to this Agreement, including including, if applicable (i.e., if the parties desire to participate in particular the NSCC's Networking program ("Networking") with each other), the standard NSCC Networking Agreement Agreement, and any other related agreements between Distributor and Dealer deemed appropriate by Distributor, . The parties acknowledge and agree that all transactions conducted via Fund/SERV and all accounts opened or maintained pursuant to that program Networking will be governed by applicable NSCC rules rules, guidelines and procedures. Both parties further agree that, if the NSCC Fund/Serv Networking program is used to place ordersparties participate in Networking, the standard NSCC Networking Agreement will control insofar as there is any conflict between any provision of the this Dealer Agreement and the standard NSCC Networking Agreement. g. Distributor reserves the right at any time, and without notice to Dealer, to suspend the sale of Shares or to withdraw or limit the offering of Shares. h. Exchanges of Shares between Eligible Funds are permitted subject to the requirements of the applicable Prospectus and Statements of Additional Information.

Orders. a. Dealer Financial Intermediary agrees to that it may offer and sell Shares of the Funds (including those of each of its classes) 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 manner of computing the net asset value of Shares and the effective time of orders received from DealerFinancial Intermediary) are subject to: (i) the terms of the then then-current prospectus and statement of additional information (including any supplements, stickers supplements or amendments thereto) relating to each FundFund (or, as appropriate, class thereof), as filed with the SEC ("collectively, the “Prospectus"”); (ii) the new account application for each FundFund (or, as appropriate, class thereof), as supplemented or amended from time to time; and (iii) Distributor's ’s written instructions and multiple class pricing procedures and guidelines, if any, as provided to Dealer Financial Intermediary from time to time. To the extent that the Prospectus contains provisions that are inconsistent with this Agreement or any other document, the terms of the Prospectus shall be controlling. b. In all offers and sales of Shares to the public, Financial Intermediary is not authorized to act as broker or agent for, or employee of, Distributor or any Fund, and Financial Intermediary shall not represent to any third party that Financial Intermediary has such authority or is acting in such capacity; in all cases, Financial Intermediary is acting as an independent contractor. c. All purchase, redemption or exchange orders are subject to acceptance by Distributor, in its sole discretion, and become effective only upon confirmation by Distributor. Distributor reserves the right not to accept any specific order for the purchase, redemption and/or exchange of Shares. d. Distributor agrees that it will accept from Financial Intermediary orders placed through any customized processing system agreed to by the parties. e. Distributor reserves the right at any time, and without notice to DealerFinancial Intermediary, to suspend the sale of Shares or to withdraw or limit the offering of Shares. Distributor reserves shall forthwith notify Financial Intermediary, in writing, if it or the unqualified right not to accept any specific order for Funds suspend, withdraw or limit the purchase or sale offering of Shares. c. In all offers and sales of the Shares to the public, Dealer is not authorized to act as broker or agent for, or employee of, Distributor, any Fund or any other dealer, and Dealer shall not in any manner represent to any third party that Dealer has such authority or is acting in such capacity. Rather, Dealer agrees that it is acting as principal for Dealer's own account or as agent on behalf of Dealer's customers in all transactions in Shares, except as provided in Section 3.i. hereof. Dealer acknowledges that it is solely responsible for all suitability determinations with respect to sales of Shares of the Funds to Dealer's customers and that Distributor has no responsibility for the manner of Dealer's performance of, or for Dealer's acts or omissions in connection with, the duties and activities Dealer provides under this Agreement. d. All orders are subject to acceptance by Distributor in its sole discretion and become effective only upon confirmation by Distributor. e. Distributor agrees that it will accept from Dealer orders placed through a remote terminal or otherwise electronically transmitted via the National Securities Clearing Corporation ("NSCC") Fund/Serv Networking program, provided, however, that appropriate documentation thereof and agreements relating thereto are executed by both parties to this Agreement, including in particular the standard NSCC Networking Agreement and any other related agreements between Distributor and Dealer deemed appropriate by Distributor, and that all accounts opened or maintained pursuant to that program will be governed by applicable NSCC rules and procedures. Both parties further agree that, if the NSCC Fund/Serv Networking program is used to place orders, the standard NSCC Networking Agreement will control insofar as there is any conflict between any provision of the Dealer Agreement and the standard NSCC Networking Agreement.

Orders. a. Dealer agrees to offer and sell Shares of the Funds (including those of each of its classes) 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 manner of computing the net asset value of Shares and the effective time of orders received from Dealer) are subject to: (i) the terms of the then current prospectus and statement of additional information (including any supplements, stickers or amendments thereto) relating to each Fund, as filed with the SEC ("Prospectus"); (ii) the new account application for each Fund, as supplemented or amended from time to time; , and (iii) Distributor's written instructions and multiple class pricing procedures and guidelines, as provided to Dealer from time to time. To the extent that the Prospectus contains provisions that are inconsistent with this Agreement or any other document, the terms of the Prospectus shall be controlling. b. Distributor reserves the right at any time, and without notice to Dealer, to suspend the sale of Shares or to withdraw or limit the offering of Shares. Distributor reserves the unqualified right not to accept any specific order for the purchase or sale of Shares. c. In all offers and sales of the Shares to the public, Dealer is not authorized to act as broker or agent for, or employee of, Distributor, any Fund or any other dealer, and Dealer shall not in any manner represent to any third party that Dealer has such authority or is acting in such capacity. Rather, Dealer agrees that it is acting as principal for Dealer's own account or as agent on behalf of Dealer's customers in all transactions in Shares, except as provided in Section 3.i. hereof. Dealer acknowledges that it is solely responsible for all suitability determinations with respect to sales of Shares of the Funds to Dealer's customers and that Distributor has no responsibility for the manner of Dealer's performance of, or for Dealer's acts or omissions in connection with, the duties and activities Dealer provides under this Agreement. d. All orders are subject to acceptance by Distributor in its sole discretion and become effective only upon confirmation by Distributor. e. Distributor agrees that it will accept from Dealer orders placed through a remote terminal or otherwise electronically transmitted via the National Securities Clearing Corporation ("NSCC") Fund/Serv Networking program, provided, however, that appropriate documentation thereof and agreements relating thereto are executed by both parties to this Agreement, including in particular the standard NSCC Networking Agreement and any other related agreements between Distributor and Dealer deemed appropriate by Distributor, and that all accounts opened or maintained pursuant to that program will be governed by applicable NSCC rules and procedures. Both parties further agree that, if the NSCC Fund/Serv Networking program is used to place orders, the standard NSCC Networking Agreement will control insofar as there is any conflict between any provision of the Dealer Agreement and the standard NSCC Networking Agreement.

Orders. a. (i) Dealer agrees to offer and sell Shares Units of the Funds (including those of each of its classes) Trusts only at the regular public offering price applicable to such Shares Units and in effect at the time of each transaction. The procedures relating to all orders and the handling of each order (including the manner of computing the net asset value of Shares Units and the effective time of orders received from Dealer) are subject to: (iA) the terms of the then current prospectus and statement of additional information (including any supplements, stickers or amendments thereto) relating to each Fund, Trust as filed with the SEC Commission ("collectively, the “Prospectus"”); (ii) the new account application for each Fund, as supplemented or amended from time to time; and (iiiB) Distributor's [__________]’s written instructions and multiple class pricing procedures and guidelinesinstructions, if any, as provided to Dealer from time to time. To the extent that the Prospectus contains provisions that are inconsistent with this Agreement or any other document, the terms of the Prospectus shall be controlling. b. Distributor (ii) [__________] reserves the right at any time, and without notice to Dealer, to suspend the sale of Shares Units or to withdraw or limit the offering of Shares. Distributor reserves the unqualified right not to accept any specific order for the purchase or sale of SharesUnits. c. (iii) In all offers and sales of the Shares Units to the public, Dealer is not authorized to act as broker or agent for, or employee of, Distributor[__________], any Fund Trust or any other dealer, and Dealer shall not in any manner represent to any third party that Dealer has such authority or is acting in such capacity. Rather, Dealer agrees that it is acting as principal for Dealer's ’s own account or as agent on behalf of Dealer's ’s customers in all transactions in SharesUnits, except as provided in Section 3.i. 2(b)(ix) hereof. Dealer acknowledges that it is solely responsible for all suitability determinations with respect to sales of Shares of the Funds to Dealer's customers and that Distributor has no responsibility for the manner of Dealer's performance of, or for Dealer's acts or omissions in connection with, the duties and activities Dealer provides under this Agreement. d. (iv) All orders are subject to acceptance by Distributor [__________] in its sole discretion and become effective only upon confirmation by Distributor[__________]. [__________] reserves the unqualified right not to accept any specific order for the purchase or sale of Units. e. Distributor agrees (v) Dealer acknowledges that from time to time it will accept from Dealer may use a proprietary system(s) established and/or maintained by [__________] to submit electronic purchase and/or rollover orders placed through a remote terminal or otherwise electronically transmitted via for Units, among other things. Notwithstanding anything to the National Securities Clearing Corporation ("NSCC") Fund/Serv Networking program, provided, however, that appropriate documentation thereof contrary in this Agreement and agreements relating thereto are executed by both parties in addition to the provisions of this Agreement, use of such system (including any similar upgraded or replacement system) shall be subject to such terms and conditions as may from time to time be required by [__________]. To the extent that any such terms are inconsistent with this Agreement, such terms shall be controlling. (vi) Dealer acknowledges that from time to time it may use the Investor’s Voluntary Redemptions and Sales (“IVORS”) automated redemption and rollover service to tender Units for redemption directly to the trustee of a Trust, to sell Units back to [__________] for repurchase, or to conduct rollover transactions for certain Trusts. Notwithstanding anything to the contrary in particular the standard NSCC Networking this Agreement and in addition to the provisions of this Agreement, use of IVORS shall be subject to such terms and conditions as may from time to time be required by the trustee of a Trust and/or by the Depository Trust Company (“IVORS Terms”). To the extent that any other related agreements between Distributor and Dealer deemed appropriate by DistributorIVORS Terms are inconsistent with this Agreement, and that all accounts opened or maintained pursuant to that program will such IVORS Terms shall be governed by applicable NSCC rules and procedures. Both parties further agree that, if the NSCC Fund/Serv Networking program is used to place orders, the standard NSCC Networking Agreement will control insofar as there is any conflict between any provision of the Dealer Agreement and the standard NSCC Networking Agreementcontrolling.

Orders. a. Dealer agrees to offer and sell Shares of the Funds (including those of each of its classes) 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 manner of computing the net asset value of Shares and the effective time of orders received from Dealer) are subject to: (i) the terms of the then then-current prospectus and statement Statement of additional information Additional Information (including any supplements, stickers or amendments thereto) relating to each the Fund, as filed with the SEC ("collectively, the “Prospectus"”); and (ii) the new account application subscription documents for each the Fund, as supplemented or amended from time to time; and (iii) Distributor's written instructions and multiple class pricing procedures and guidelines, as provided to Dealer from time to time. To the extent that the Prospectus contains provisions that are inconsistent with this Agreement or any other document, the terms of the Prospectus shall be controlling. b. Dealer agrees that it will sell Shares only to its customers who qualify as “accredited investors” as that term is defined by Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (such Act the “Securities Act” and such customers “Eligible Investors”). c. In all offers and sales of the Shares to Eligible Investors, Dealer is not authorized to act as broker or agent for, or employee of, Distributor, the Fund or any other dealer, and Dealer shall not represent to any third party that Dealer has such authority or is acting in such capacity. d. All orders for the purchase and sale of Shares are subject to acceptance by Distributor in its sole discretion and become effective only upon written confirmation by Distributor. Distributor reserves the unqualified right not to accept any specific order for the purchase or sale of Shares. Notwithstanding the foregoing, the Distributor hereby agrees that it will not unreasonably reject or delay accepting an order submitted by Dealer if the Dealer’s customer otherwise meets the eligibility criteria set forth in the Prospectus, and provided further, that upon any such rejection the Distributor shall promptly advise Dealer of such rejection. e. Distributor reserves the right at any time, and without notice to Dealer, to suspend the sale of Shares or to withdraw or limit the offering of Shares. Distributor reserves the unqualified right not to accept any specific order for the purchase or sale of Shares. c. In all offers and sales of the Shares to the public, Dealer is not authorized to act as broker or agent for, or employee of, Distributor, any Fund or any other dealer, and Dealer shall not in any manner represent to any third party that Dealer has such authority or is acting in such capacity. Rather, Dealer agrees that it is acting as principal for Dealer's own account or as agent on behalf of Dealer's customers in all transactions in Shares, except as provided in Section 3.i. hereof. Dealer acknowledges that it is solely responsible for all suitability determinations with respect to sales of Shares of the Funds to Dealer's customers and that Distributor has no responsibility for the manner of Dealer's performance of, or for Dealer's acts or omissions in connection with, the duties and activities Dealer provides under this Agreement. d. All orders are subject to acceptance by Distributor in its sole discretion and become effective only upon confirmation by Distributor. e. Distributor agrees that it will accept from Dealer orders placed through a remote terminal or otherwise electronically transmitted via the National Securities Clearing Corporation ("NSCC") Fund/Serv Networking program, provided, however, that appropriate documentation thereof and agreements relating thereto are executed by both parties to this Agreement, including in particular the standard NSCC Networking Agreement and any other related agreements between Distributor and Dealer deemed appropriate by Distributor, and that all accounts opened or maintained pursuant to that program will be governed by applicable NSCC rules and procedures. Both parties further agree that, if the NSCC Fund/Serv Networking program is used to place orders, the standard NSCC Networking Agreement will control insofar as there is any conflict between any provision of the Dealer Agreement and the standard NSCC Networking Agreement.

Orders. a. All orders Dealer agrees to offer and sell submits for transactions in Shares of the Funds (including those of each of shall reflect orders received from its classes) only at the regular public offering price applicable to such Shares and in effect at the time of each transactioncustomers or shall be for its account for its own bona fide investment. The procedures relating to all orders and the handling of each order (including the manner of computing the net asset value of Shares and the effective time of orders received from Dealer) are subject to: (i) the terms of the then then-current Fund prospectus and statement (the “Prospectus,” which for purposes of additional information (including this agreement includes any supplements, stickers or amendments thereto) relating to each Fund, as filed with thereto and the SEC ("Prospectus"Statement of Additional Information incorporated therein); and (ii) the new account subscription or application documents for each the Fund, as supplemented or amended from time to time; and (iii) Distributor's written instructions and multiple class pricing procedures and guidelines, as provided to Dealer from time to time. To the extent that the Prospectus contains provisions that are inconsistent with this Agreement agreement or any other document, the terms of the Prospectus shall be controlling. b. control. Dxxxxx agrees to record on the order the date on which all orders for the purchase of Shares are received by it, and to forward promptly such orders to the Fund or the transfer agent in time for processing at the public offering price next determined after receipt of such orders by Dealer, in each case as described in the Prospectus. As agent for its customers, Dealer shall not withhold placing customers’ orders for any Shares so as to profit Dealer or its customers as a result of such withholding. Subject to the terms and conditions set forth in the Prospectus and any operating procedures and policies established by Distributor or the Fund (directly or through its transfer agent) from time to time, Dealer is hereby authorized to place orders directly with the Fund for the purchase of Shares. All purchase orders Dealer submits are subject to acceptance or rejection, and Distributor reserves the right at any time, and without notice to Dealer, to suspend or limit the sale of Shares. It is expected that Shares or to withdraw or limit will be offered in a periodic continuous offering at net asset value (“NAV”), and certain Share classes may have an additional front-end sales charge. Dealer acknowledges and agrees, however, that there is no assurance that the Fund will engage in a continuous offering of Shares. Distributor reserves the unqualified right Shares and may determine not to accept any specific order for the purchase or sale of Shares. c. In all offers and sales of the Shares to the public, do so in its sole discretion. Dealer is not authorized to act make any representations concerning Shares except such representations as broker or agent for, or employee of, Distributor, any are contained in the Prospectus and in such supplemental written information that the Fund or any other dealer, and Dealer shall not in any manner represent to any third party that Dealer has such authority or is Distributor (acting in such capacity. Rather, Dealer agrees that it is acting as principal for Dealer's own account or as agent on behalf of Dealer's customers in all transactions in Shares, except as provided in Section 3.i. hereof. the Fund) may provide to Dealer acknowledges that it is solely responsible for all suitability determinations with respect to sales the Fund. All orders that are accepted for the purchase of Shares of shall be executed at NAV per share on the Funds next relevant subscription date, less any applicable charges and expenses for which the Fund has determined to Dealer's customers and that Distributor has no responsibility for the manner of Dealer's performance of, or for Dealer's acts or omissions in connection with, the duties and activities Dealer provides under this Agreement. d. All orders are subject to acceptance by Distributor in its sole discretion and become effective only upon confirmation by Distributor. e. Distributor agrees that it will accept from Dealer orders placed through a remote terminal or otherwise electronically transmitted via the National Securities Clearing Corporation ("NSCC") Fund/Serv Networking program, provided, however, that appropriate documentation thereof and agreements relating thereto are executed by both parties to this Agreement, including in particular the standard NSCC Networking Agreement and any other related agreements between Distributor and Dealer deemed appropriate by Distributor, and that all accounts opened or maintained pursuant to that program will be governed charge shareholders as permitted by applicable NSCC rules law and procedures. Both parties further agree that, if described in the NSCC Fund/Serv Networking program is used to place orders, the standard NSCC Networking Agreement will control insofar as there is any conflict between any provision of the Dealer Agreement and the standard NSCC Networking AgreementProspectus.

Orders. a. (i) Dealer agrees to offer and sell Shares of the Funds (including those of each of its classesclasses thereof) only at the regular public offering price applicable to such Shares and in effect at the time of each transactiontransaction and subject to the minimum initial or subsequent investment amount, if any. The procedures relating to all orders and the handling of each an order for Shares (including the manner of computing the net asset value of Shares and the effective time of orders received from Dealer) are subject to: (iA) the terms of the then then- current prospectus and statement Statement of additional information Additional Information (including any supplements, stickers or amendments thereto) relating to each FundFund (or, as appropriate, class thereof), as filed with the SEC Securities and Exchange Commission ("“SEC”) (collectively, the “Prospectus"”); (iiB) the new account application for each FundFund (or, as appropriate, class thereof), as supplemented or amended from time to time; and (iiiC) the Distributor's ’s written instructions and multiple class pricing procedures and guidelines, if any, as provided to Dealer and as may be amended by Distributor from time to time. To the extent that the Prospectus contains provisions that are inconsistent with this Agreement or any other document, the terms of the Prospectus shall be controlling. b. Distributor reserves (ii) The Funds reserve the right at any time, and without notice to Dealer, to suspend the sale of Shares or to withdraw or limit the offering of Shares. Distributor reserves the unqualified right not Shares at any time and without notice to accept Dealer and without incurring any specific order for the purchase liability or sale of Sharesobligation to Dealer. c. (iii) In all offers and sales of the Shares to the public, Dealer is not authorized to act as broker or agent for, or employee of, the Distributor, any Fund or any other dealer, and Dealer shall not in any manner represent to any third party that Dealer has such authority or is acting in such capacity. Rather, Dealer Xxxxxx agrees that it is acting as principal for Dealer's ’s own account or as agent on behalf of Dealer's ’s customers in all transactions in Shares, except as provided in Section 3.i. 1.b(x) hereof. Dealer acknowledges that it is solely responsible for all suitability determinations with respect to sales of Shares of the Funds to Dealer's customers and that Distributor has no responsibility for the manner of Dealer's performance of, or for Dealer's acts or omissions in connection with, the duties and activities Dealer provides under this Agreement. d. (iv) All orders are subject to acceptance by the Distributor and the Funds in its sole discretion their discretion. The Distributor and become effective only upon confirmation by Distributorthe Funds reserve the unqualified right not to accept any order for the purchase or sale of Shares. e. (v) The Distributor agrees that it will accept from Dealer orders placed through a remote terminal or otherwise electronically transmitted via the National Securities Clearing Corporation ("“NSCC"”) Fund/Serv SERV Networking program, provided, however, that (A) appropriate documentation thereof and agreements relating thereto are executed by both parties to this Agreementthereto, including in particular the standard NSCC Networking Agreement and any other related agreements between the Distributor and Dealer deemed appropriate by the Distributor, are executed by Distributor and that Dealer and (B) all accounts opened or maintained pursuant to that program will be governed by applicable NSCC rules and procedures. Both parties further agree that, if the NSCC Fund/Serv SERV Networking program is used to place orders, the standard NSCC Networking Agreement will control insofar as there is any conflict between any provision of the Dealer this Agreement and the standard NSCC Networking Agreement.

Orders. a. Dealer agrees to offer and sell Shares of the Funds Series (including those of each of its classesor, as appropriate, Class thereof) 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 manner of computing the net asset value of Shares and the effective time of orders received from Dealer) are subject to: (i) the terms of the then current prospectus and statement of additional information (including any supplements, stickers or amendments thereto) relating to each FundSeries (or, as appropriate, Class thereof), as filed with the SEC ("together, the “Prospectus"”); (ii) the new account application for each Fund, as supplemented or amended from time to timeoperating procedures outlined in Exhibit A attached hereto; and (iii) the Distributor's ’s written instructions and multiple class pricing procedures and guidelinesinstructions, as provided to the Dealer from time to time. To the extent that the Prospectus contains provisions that are inconsistent with this Agreement or any other document, the terms of the Prospectus shall be controlling. b. Distributor reserves the right at any time, and without notice to Dealer, to suspend the sale of Shares or to withdraw or limit the offering of Shares. Distributor reserves the unqualified right not to accept any specific order for the purchase or sale of Shares. c. In The Dealer is hereby appointed as agent for the Company solely for the limited purpose of (i) receiving instructions by its customers for purchases and redemptions of Shares of the Company, and (ii) transmitting corresponding purchase and redemption orders to the Company, each in accordance with the terms of this Agreement. Except for the limited purpose described in the foregoing sentence, in all offers and sales of the Shares to the public, Dealer is not authorized to act as broker or agent for, or employee of, Distributor, any Fund the Company or any other dealer, and Dealer shall not in any manner represent to any third party that Dealer has such authority or is acting in such capacity. Rather, Dealer agrees that it is acting as principal for Dealer's ’s own account or as agent on behalf of Dealer's ’s customers in all transactions in Shares, except as provided in Section 3.i3.h. hereof. Dealer acknowledges that it is solely responsible for all any applicable suitability determinations with respect to sales of Shares of the Funds Company to Dealer's ’s customers and that Distributor has no responsibility for the manner of Dealer's ’s performance of, or for Dealer's ’s acts or omissions in connection with, the duties and activities Dealer provides under this Agreement. d. All orders are subject to acceptance by Distributor in its sole discretion and become effective only upon confirmation by Distributor. e. Distributor agrees that it will accept from Dealer orders placed through a remote terminal or otherwise electronically transmitted via the National Securities Clearing Corporation ("“NSCC"”) Fund/Serv SERV Networking program, provided, however, that appropriate documentation thereof and agreements relating thereto are executed by both parties to this Agreement, including in particular the standard NSCC Networking Agreement and any other related agreements between Distributor and Dealer deemed appropriate by Distributor, and that all accounts opened or maintained pursuant to that program will be governed by applicable NSCC rules and procedures. Both parties further agree that, if the NSCC Fund/Serv SERV Networking program is used to place orders, the standard NSCC Networking Agreement will control insofar as there is any conflict between any provision of the Dealer this Agreement and the standard NSCC Networking Agreement.

Orders. a. Dealer agrees to offer and sell Shares of the Funds (including those of each of its classes) Fund 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 manner of computing the net asset value of Shares and the effective time of orders received from Dealer) are subject to: (i) the terms of the then then-current prospectus and statement Statement of additional information Additional Information (including any supplements, stickers or amendments thereto) relating to each the Fund, as filed with the SEC ("collectively, the “Prospectus"”); and (ii) the new account application subscription documents for each the Fund, as supplemented or amended from time to time; and (iii) Distributor's written instructions and multiple class pricing procedures and guidelines, as provided to Dealer from time to time. To the extent that the Prospectus contains provisions that are inconsistent with this Agreement or any other document, the terms of the Prospectus shall be controlling. b. Dealer agrees that it will sell Shares only to its customers who qualify as “accredited investors” as that term is defined by Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (such Act the “Securities Act” and such customers “Eligible Investors”). c. In all offers and sales of the Shares to Eligible Investors, Dealer is not authorized to act as broker or agent for, or employee of, Distributor, the Fund or any other dealer, and Dealer shall not represent to any third party that Dealer has such authority or is acting in such capacity. d. All orders for the purchase and sale of Shares are subject to acceptance by Distributor in its sole discretion and become effective only upon written confirmation by Distributor. Distributor reserves the unqualified right not to accept any specific order for the purchase or sale of Shares. Notwithstanding the foregoing, the Distributor hereby agrees that it will not unreasonably reject or delay accepting an order submitted by Dealer if the Dealer’s customer otherwise meets the eligibility criteria set forth in the Prospectus, and provided further, that upon any such rejection the Distributor shall promptly advise Dealer of such rejection. e. Distributor reserves the right at any time, and without notice to Dealer, to suspend the sale of Shares or to withdraw or limit the offering of Shares. Distributor reserves the unqualified right not to accept any specific order for the purchase or sale of Shares. c. In all offers and sales of the Shares to the public, Dealer is not authorized to act as broker or agent for, or employee of, Distributor, any Fund or any other dealer, and Dealer shall not in any manner represent to any third party that Dealer has such authority or is acting in such capacity. Rather, Dealer agrees that it is acting as principal for Dealer's own account or as agent on behalf of Dealer's customers in all transactions in Shares, except as provided in Section 3.i. hereof. Dealer acknowledges that it is solely responsible for all suitability determinations with respect to sales of Shares of the Funds to Dealer's customers and that Distributor has no responsibility for the manner of Dealer's performance of, or for Dealer's acts or omissions in connection with, the duties and activities Dealer provides under this Agreement. d. All orders are subject to acceptance by Distributor in its sole discretion and become effective only upon confirmation by Distributor. e. Distributor agrees that it will accept from Dealer orders placed through a remote terminal or otherwise electronically transmitted via the National Securities Clearing Corporation ("NSCC") Fund/Serv Networking program, provided, however, that appropriate documentation thereof and agreements relating thereto are executed by both parties to this Agreement, including in particular the standard NSCC Networking Agreement and any other related agreements between Distributor and Dealer deemed appropriate by Distributor, and that all accounts opened or maintained pursuant to that program will be governed by applicable NSCC rules and procedures. Both parties further agree that, if the NSCC Fund/Serv Networking program is used to place orders, the standard NSCC Networking Agreement will control insofar as there is any conflict between any provision of the Dealer Agreement and the standard NSCC Networking Agreement.

Orders. a. All orders Dealer agrees to offer and sell submits for transactions in Shares of the Funds (including those of each of shall reflect orders received from its classes) only at the regular public offering price applicable to such Shares and in effect at the time of each transactioncustomers or shall be for its account for its own bona fide investment. The procedures relating to all orders and the handling of each order (including the manner of computing the net asset value of Shares and the effective time of orders received from Dealer) are subject to: (i) the terms of the then then-current Fund prospectus and statement (the “Prospectus,” which for purposes of additional information (including this agreement includes any supplements, stickers or amendments thereto) relating to each Fund, as filed with thereto and the SEC ("Prospectus"Statement of Additional Information incorporated therein); and (ii) the new account subscription or application documents for each the Fund, as supplemented or amended from time to time; and (iii) Distributor's written instructions and multiple class pricing procedures and guidelines, as provided to Dealer from time to time. To the extent that the Prospectus contains provisions that are inconsistent with this Agreement agreement or any other document, the terms of the Prospectus shall be controlling. b. control. Xxxxxx agrees to record on the order the date on which all orders for the purchase of Shares are received by it, and to forward promptly such orders to the Fund or the transfer agent in time for processing at the public offering price next determined after receipt of such orders by Dealer, in each case as described in the Prospectus. As agent for its customers, Dealer shall not withhold placing customers’ orders for any Shares so as to profit Dealer or its customers as a result of such withholding. Subject to the terms and conditions set forth in the Prospectus and any operating procedures and policies established by Distributor or the Fund (directly or through its transfer agent) from time to time, Dealer is hereby authorized to place orders directly with the Fund for the purchase of Shares. All purchase orders Dealer submits are subject to acceptance or rejection, and Distributor reserves the right at any time, and without notice to Dealer, to suspend or limit the sale of Shares or to withdraw or limit the offering of Shares. Distributor reserves the unqualified right not to accept any specific order for the purchase or sale of Shares. c. In all offers and sales of the Shares to the public, Dealer is not authorized to act make any representations concerning Shares except such representations as broker or agent for, or employee of, Distributor, any are contained in the Prospectus and in such supplemental written information that the Fund or any other dealer, and Dealer shall not in any manner represent to any third party that Dealer has such authority or is Distributor (acting in such capacity. Rather, Dealer agrees that it is acting as principal for Dealer's own account or as agent on behalf of Dealer's customers in all transactions in Shares, except as provided in Section 3.i. hereof. the Fund) may provide to Dealer acknowledges that it is solely responsible for all suitability determinations with respect to sales the Fund. All orders that are accepted for the purchase of Shares of shall be executed at NAV per share on the Funds next relevant subscription date, less any applicable charges and expenses for which the Fund has determined to Dealer's customers and that Distributor has no responsibility for the manner of Dealer's performance of, or for Dealer's acts or omissions in connection with, the duties and activities Dealer provides under this Agreement. d. All orders are subject to acceptance by Distributor in its sole discretion and become effective only upon confirmation by Distributor. e. Distributor agrees that it will accept from Dealer orders placed through a remote terminal or otherwise electronically transmitted via the National Securities Clearing Corporation ("NSCC") Fund/Serv Networking program, provided, however, that appropriate documentation thereof and agreements relating thereto are executed by both parties to this Agreement, including in particular the standard NSCC Networking Agreement and any other related agreements between Distributor and Dealer deemed appropriate by Distributor, and that all accounts opened or maintained pursuant to that program will be governed charge shareholders as permitted by applicable NSCC rules law and procedures. Both parties further agree that, if described in the NSCC Fund/Serv Networking program is used to place orders, the standard NSCC Networking Agreement will control insofar as there is any conflict between any provision of the Dealer Agreement and the standard NSCC Networking AgreementProspectus.