Common use of Repurchase Offers Clause in Contracts

Repurchase Offers. You acknowledge that each Fund has adopted a fundamental policy (which may not be changed without approval of the Fund’s shareholders) to make periodic offers to purchase between 5% and 25% of its Shares (“Repurchase Offers”) in accordance with Rule 23c-3 under the 1940 Act and as described in the then current Prospectus. Repurchase of Shares of a Fund will be made at the net asset value of such Shares in accordance with the applicable Repurchase Offer and then current Prospectus, less any applicable charges and expenses for which the Fund has determined to charge shareholders as permitted by Rule 23c-3. No “as of” trades will be accepted for repurchases. You agree to transmit to your customers any Repurchase Offer notification received from Distributor within the time period specified in the applicable Prospectus and in such notification, and to use your reasonable best efforts to transmit repurchase requests from your customers to the applicable Fund or its transfer agent or other designee by the applicable repurchase request deadline as specified in the applicable Prospectus and such notification. You expressly acknowledge and agree that Shares of a Fund will not be repurchased by either the Fund (other than through Repurchase Offers, or other tender offers from time to time, if any) or Distributor, and that no secondary market for the Shares of any Fund exists currently or is expected to develop, and therefore that the Shares have very limited liquidity. You also expressly acknowledge and agree that, in the event one or more of your customers cancel their order for Shares of a Fund after confirmation, such Shares may not be repurchased, remarketed or otherwise disposed of by or through Distributor. Any representation as to a Repurchase Offer or other tender offer by any Fund, other than that which is set forth in the Fund’s then current Prospectus or a Repurchase Offer notice issued by the Fund, is expressly prohibited.

Repurchase Offers. You acknowledge Dealer understands and acknowledges that each Fund has adopted a fundamental policy (which may not be changed without approval of the Fund’s shareholders) Interval Funds will adopt policies to make periodic offers to purchase between 5% and 25% of its Shares (“Repurchase Offers”) in accordance with Rule 23c-3 under the Investment Company Act of 1940, as amended (“1940 Act Act”), and as described in the then current Prospectus. Repurchase Repurchases of Shares of a Fund will be made at the net asset value of such Shares in accordance with the applicable Repurchase Offer and then current Prospectus, less any applicable charges early withdrawal charge and expenses for which the Fund has determined to charge Interval Fund shareholders as permitted by Rule 23c-323c-3 under the 1940 Act. No “as of” trades will be accepted for repurchases. You agree Dealer agrees to transmit to your its customers any Repurchase Offer notification received from Distributor within the time period specified in the applicable Prospectus and in such notification, and to use your its reasonable best efforts to transmit repurchase requests from your its customers to the applicable an Interval Fund or its transfer agent or other designee by the applicable repurchase request deadline as specified in the applicable Prospectus and and/or such notification. You Dealer expressly acknowledge acknowledges and agree agrees that Shares of a Fund will not be repurchased by either the respective Interval Fund (other than through Repurchase Offers, or other tender offers from time to time, if any) or Distributor, and that no secondary market for the Shares of any Fund exists currently or is expected to develop, and therefore that the Shares have very limited liquidity. You also expressly acknowledge liquidity and agree that, in the event one or more of your customers cancel their order for Shares of are appropriate only as a Fund after confirmation, such Shares may not be repurchased, remarketed or otherwise disposed of by or through Distributorlong-term investment. Any representation as to a Repurchase Offer or other tender offer by any an Interval Fund, other than that which is set forth in the Fund’s then current Prospectus or a Repurchase Offer notice issued by the such Interval Fund, is expressly prohibited.

Repurchase Offers. You acknowledge that each the Fund has adopted a fundamental policy (which may not be changed without approval of the Fund’s shareholders) to make periodic offers to purchase between 5% and 25% of its Shares shares (“Repurchase Offers”) in accordance with Rule 23c-3 under the 1940 Act and as described in the then current Prospectus. Repurchase of Shares shares of a the Fund will be made at the net asset value of such Shares in accordance with the applicable Repurchase Offer and then current Prospectus, less any applicable charges and expenses for which the Fund has determined to charge shareholders as permitted by Rule 23c-3. No “as of” trades will be accepted for repurchases. You agree Dealer agrees to transmit to your its customers any Repurchase Offer notification received from Distributor within the time period specified in the applicable Prospectus and in such notification, and to use your its reasonable best efforts to transmit repurchase requests from your its customers to the applicable Fund or its transfer agent or other designee by the applicable repurchase request deadline as specified in the applicable Prospectus and such notification. You Dealer expressly acknowledge acknowledges and agree agrees that Shares shares of a the Fund will not be repurchased by either the Fund (other than through Repurchase Offers, or other tender offers from time to time, if any) or Distributor, and that no secondary market for the Shares shares of any the Fund exists currently or is expected to develop, and therefore that the Shares shares have very limited liquidity. You Dealer also expressly acknowledge acknowledges and agree agrees that, in the event one or more of your its customers cancel their order for Shares shares of a the Fund after confirmation, such Shares shares may not be repurchased, remarketed or otherwise disposed of by or through Distributor. Any representation as to a Repurchase Offer or other tender offer by any the Fund, other than that which is set forth in the Fund’s then current Prospectus or a Repurchase Offer notice issued by the Fund, is expressly prohibited.

Repurchase Offers. You acknowledge that each the Fund has adopted a fundamental policy (which may not be changed without approval of the Fund’s shareholders) to make periodic offers to purchase between 5% and 25% of its Shares shares (“Repurchase Offers”) in accordance with Rule 23c-3 under the 1940 Act and as described in the then current Prospectus. Repurchase of Shares shares of a the Fund will be made at the net asset value of such Shares in accordance with the applicable Repurchase Offer and then current Prospectus, less any applicable charges and expenses for which the Fund has determined to charge shareholders as permitted by Rule 23c-3. No “as of” trades will be accepted for repurchases. You agree to transmit to your customers any Repurchase Offer notification received from Distributor within the time period specified in the applicable Prospectus and in such notification, and to use your reasonable best efforts to transmit repurchase requests from your customers to the applicable Fund or its transfer agent or other designee by the applicable repurchase request deadline as specified in the applicable Prospectus and such notification. You expressly acknowledge and agree that Shares shares of a the Fund will not be repurchased by either the Fund (other than through Repurchase Offers, or other tender offers from time to time, if any) or Distributor, and that no secondary market for the Shares shares of any the Fund exists currently or is expected to develop, and therefore that the Shares shares have very limited liquidity. You also expressly acknowledge and agree that, in the event one or more of your customers cancel their order for Shares shares of a the Fund after confirmation, such Shares shares may not be repurchased, remarketed or otherwise disposed of by or through Distributor. Any representation as to a Repurchase Offer or other tender offer by any the Fund, other than that which is set forth in the Fund’s then current Prospectus or a Repurchase Offer notice issued by the Fund, is expressly prohibited.

Repurchase Offers. You acknowledge that each Fund has adopted a fundamental policy (which may not be changed without approval a) When the aggregate amount of the Fund’s shareholderssum of all Excess Asset Sale Proceeds and Excess Loss Proceeds (collectively, “Excess Proceeds”) exceeds $5,000,000 (the date of such occurrence is referred to herein as the “Offer Trigger Date”), within 30 days thereof, the Company will make an offer (the “Repurchase Offer”) to make periodic offers all Holders to purchase between 5% and 25repurchase the maximum principal amount of Notes that may be repurchased out of all such Excess Proceeds. The offer price in any Repurchase Offer will be equal to 100% of its Shares the principal amount plus accrued and unpaid interest to the date of repurchase (“subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), and will be payable in cash. If any Excess Proceeds remain after consummation of a Repurchase Offers”) Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture; provided that any remaining Excess Proceeds shall remain subject to the Note Lien. If the aggregate principal amount of Notes tendered into such Repurchase Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be repurchased on a pro rata basis. Upon completion of each Repurchase Offer, the amount of Excess Proceeds will be reset at zero. All Excess Proceeds shall, pending their application in accordance with Rule 23c-3 under this Section 4.19 or the 1940 Act and as described in the then current Prospectus. Repurchase of Shares of a Fund will be made at the net asset value of such Shares release thereof in accordance with the applicable Repurchase Offer and then current Prospectusprovisions described under Article Twelve, less any applicable charges and expenses for which (i) to the Fund has determined to charge shareholders extent constituting Collateral Monies, be held as permitted by Rule 23c-3. No “as of” trades will be accepted for repurchases. You agree to transmit to your customers any Repurchase Offer notification received from Distributor within the time period specified Collateral Monies in the applicable Prospectus and in such notification, and to use your reasonable best efforts to transmit repurchase requests from your customers Collateral Account or (ii) to the applicable Fund extent not constituting Collateral Monies, be invested in Cash Equivalents or its transfer agent or other designee by the applicable repurchase request deadline as specified in the applicable Prospectus and such notification. You expressly acknowledge and agree that Shares of a Fund will not be repurchased by either the Fund (other than through Repurchase Offers, or other tender offers from time applied to time, if any) or Distributor, and that no secondary market for the Shares of any Fund exists currently or is expected to develop, and therefore that the Shares have very limited liquidity. You also expressly acknowledge and agree that, in the event one or more of your customers cancel their order for Shares of a Fund after confirmation, such Shares may not be repurchased, remarketed or otherwise disposed of by or through Distributor. Any representation as to a Repurchase Offer or other tender offer by any Fund, other than that which is set forth in the Fund’s then current Prospectus or a Repurchase Offer notice issued by the Fund, is expressly prohibitedtemporarily reduce revolving Indebtedness.