Common use of Services as Placement Agent Clause in Contracts

Services as Placement Agent. 1.1 EVD will act as Placement Agent of the Trust Interests covered by the Trust’s registration statement then in effect under the 1940 Act. In acting as Placement Agent under this Placement Agent Agreement, neither EVD nor its employees or any agents thereof shall make any offer or sale of Trust Interests in a manner which would require the Trust Interests to be registered under the Securities Act of 1933, as amended (the “1933 Act”). 1.2 All activities by EVD and its agents and employees as Placement Agent of Trust Interests shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations adopted pursuant to the 1940 Act by the Securities and Exchange Commission (the “Commission”). 1.3 Nothing herein shall be construed to require the Trust to accept any offer to purchase any Trust Interests, all of which shall be subject to approval by the Board of Trustees. 1.4 The Trust shall furnish from time to time for use in connection with the sale of Trust Interests such information with respect to the Trust and Trust Interests as EVD may reasonably request. The Trust shall also furnish EVD upon request with: (a) unaudited semiannual statements of the Trust’s books and accounts prepared by the Trust, and (b) from time to time such additional information regarding the Trust’s financial or regulatory condition as EVD may reasonably request. 1.5 The Trust represents to EVD that all registration statements filed by the Trust with the Commission under the 1940 Act with respect to Trust Interests have been prepared in conformity with the requirements of such statute and the rules and regulations of the Commission thereunder. As used in this Agreement the term “registration statement” shall mean any registration statement filed with the Commission as modified by any amendments thereto that at any time shall have been filed with the Commission by or on behalf of the Trust. The Trust represents and warrants to EVD that any registration statement will contain all statements required to be stated therein in conformity with both such statute and the rules and regulations of the Commission; that all statements of fact contained in any registration statement will be true and correct in all material respects at the time of filing of such registration statement or amendment thereto; and that no registration statement will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Trust Interests. The Trust may but shall not be obligated to propose from time to time such amendment to any registration statement as in the light of future developments may, in the opinion of the Trust’s counsel, be necessary or advisable. If the Trust shall not propose such amendment and/or supplement within fifteen days after receipt by the Trust of a written request from EVD to do so, EVD may, at its option, terminate this Agreement. The Trust shall not file any amendment to any registration statement without giving EVD reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendment to any registration statement as the Trust may deem advisable, such right being in all respects absolute and unconditional.

Services as Placement Agent. 1.1 EVD 1.1. The Placement Agent will act as Placement Agent agent for the private placement of Shares in accordance with any instructions of the Trust Interests covered by Trust’s Board of Trustees (“Board”) and with the Trust’s registration statement then in effect under the 1940 Act, and will transmit promptly any orders properly received by it for the purchase or redemption of Shares to the Trust or the transfer and dividend disbursing agent for the Trust of which the Trust has notified the Placement Agent in writing, or their designated agents. As used in this Agreement, the term “registration statement” shall mean any registration statement, specifically including, among other items, any then-current Part A/prospectus together with any related then-current Part B/statement of additional information, filed with the SEC with respect to the Portfolios, and any amendments and supplements thereto which at any time shall have been filed. 1.2. The Placement Agent agrees to use appropriate efforts, consistent with privately placing the Shares in transactions that do not involve a public offering of such Shares, to offer and sell Shares at the applicable offering price which is the net asset value next determined after an order is received. The Trust understands that the Placement Agent is and may in the future be the placement agent of shares of other investment company portfolios including portfolios having investment objectives similar to those of the Portfolios. The Trust further understands that existing and future investors in the Portfolios may invest in shares of such other portfolios. The Trust agrees that the Placement Agent’s duties to such portfolios shall not be deemed in conflict with its duties to the Trust under this paragraph 1.2. 1.3. In acting as placement agent under this Agreement, the Placement Agent under this Placement Agent Agreement, neither EVD nor its employees or any agents thereof shall not make any offer or sale of Trust Interests Shares in a manner which that would require the Trust Interests offer or sale of the Shares to be registered under the Securities Act of 1933, as amended (the “1933 Act”). The Placement Agent shall, at its own expense, finance such activities as it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of Parts A/prospectuses to other than current interestholders, and the printing and mailing of sales literature. The Placement Agent shall be responsible for reviewing and providing advice on all sales literature (e.g., advertisements, brochures and interestholder communications) with respect to each of the Portfolios, and shall file with FINRA or the appropriate regulators all such materials as are required to be filed under applicable laws and regulations in compliance with such laws and regulations. In addition, the Placement Agent will provide sufficient personnel, during normal business hours, reasonably necessary to respond to telephone questions with respect to the Portfolios. 1.2 All activities by EVD and its agents and employees as 1.4. In connection with all matters relating to this Agreement, the Placement Agent of Trust Interests shall agrees to comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1933 Act, the 1934 Act, the 1940 Act by Act, the Securities regulations of FINRA and Exchange Commission (the “Commission”)all other applicable federal and state laws, rules and regulations. 1.3 Nothing herein shall be construed to require 1.5. Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by other circumstances of any kind, the Trust Trust’s officers may decline to accept any offer orders for, or make any sales of Shares until such time as those officers deem it advisable to purchase any Trust Interests, all of which shall be subject accept such orders and to approval by the Board of Trusteesmake such sales. 1.4 1.6. The Trust shall furnish from time to time time, for use in connection with the sale of Trust Interests Shares, such information with respect to the Trust Portfolios and Trust Interests Shares as EVD the Placement Agent may reasonably requestrequest and the Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Trust shall also furnish EVD the Placement Agent upon request with: (a) audited annual and unaudited semiannual semi-annual statements of the Trust’s books and accounts prepared by the Trustwith respect to each Portfolio, and (b) from time to time such additional information regarding the Trust’s Portfolios’ financial or regulatory condition as EVD the Placement Agent may reasonably request. 1.5 1.7. The Trust represents to EVD that all registration statements filed by Placement Agent shall prepare reports for the Trust with the Commission Board regarding its activities under the 1940 Act with respect to Trust Interests have been prepared in conformity with the requirements of such statute and the rules and regulations of the Commission thereunder. As used in this Agreement the term “registration statement” shall mean any registration statement filed with the Commission as modified by any amendments thereto that at any time shall have been filed with the Commission by or on behalf of the Trust. The Trust represents and warrants to EVD that any registration statement will contain all statements required to be stated therein in conformity with both such statute and the rules and regulations of the Commission; that all statements of fact contained in any registration statement will be true and correct in all material respects at the time of filing of such registration statement or amendment thereto; and that no registration statement will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Trust Interests. The Trust may but shall not be obligated to propose from time to time such amendment to any registration statement as in the light of future developments may, in the opinion of the Trust’s counsel, shall be necessary or advisable. If the Trust shall not propose such amendment and/or supplement within fifteen days after receipt reasonably requested by the Trust of a written request from EVD to do so, EVD Board. 1.8. The Placement Agent may, at its optionown cost and expense, terminate appoint or employ agents to assist in carrying out its obligations under this Agreement. The Trust , but no such appointment or employment shall not file any amendment relieve the Placement Agent of its responsibilities or obligations to any registration statement without giving EVD reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendment to any registration statement as the Trust may deem advisable, such right being in all respects absolute and unconditionalunder this Agreement.

Services as Placement Agent. 1.1 EVD 1.1. The Placement Agent will act as Placement Agent agent for the private placement of Shares in accordance with any instructions of the Trust Interests covered by Trust’s Board of Trustees and with the Trust’s registration statement then in effect under the 1940 Act. In acting as As used in this Agreement, the term “registration statement” shall mean any registration statement, specifically including, among other items, any then-current prospectus together with any related then-current statement of additional information, filed with the SEC with respect to Shares, and any amendments and supplements thereto which at any time shall have been filed. 1.2. The Placement Agent under this agrees to offer and sell Shares at the applicable offering price which is the net asset value next determined after an order is received. The Trust understands that the Placement Agent Agreement, neither EVD nor its employees or any agents thereof shall make any offer or sale of Trust Interests is and may in a manner which would require the Trust Interests to future be registered under the Securities Act of 1933, as amended (the “1933 Act”). 1.2 All activities by EVD and its agents and employees as Placement Agent of shares of other investment company portfolios including portfolios having investment objectives similar to those of the Master Portfolios. The Trust Interests further understands that existing and future investors in the Master Portfolios may invest in shares of such other portfolios. The Trust agrees that the Placement Agent’s duties to such portfolios shall not be deemed in conflict with its duties to the Trust under this paragraph 1.2. 1.3. In connection with all matters relating to this Agreement, the Placement Agent agrees to comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Securities Act by the Securities and Exchange Commission of 1933, as amended (the “Commission1933 Act”), the 1934 Act, the 1940 Act, the regulations of the NASD and all other applicable federal and state laws, rules and regulations. 1.3 Nothing herein shall be construed to require 1.4. Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by other circumstances of any kind, the Trust Trust’s officers may decline to accept any offer orders for, or make any sales of Shares until such time as those officers deem it advisable to purchase any Trust Interests, all of which shall be subject accept such orders and to approval by the Board of Trusteesmake such sales. 1.4 1.5. The Trust shall furnish from time to time time, for use in connection with the sale of Trust Interests Shares, such information with respect to the Trust Master Portfolios and Trust Interests Shares as EVD the Placement Agent may reasonably requestrequest and the Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Trust shall also furnish EVD the Placement Agent upon request with: (a) audited annual and unaudited semiannual semi-annual statements of the Trust’s books and accounts prepared by the Trustwith respect to each Master Portfolio, and (b) from time to time such additional information regarding the Trust’s Master Portfolios’ financial or regulatory condition as EVD the Placement Agent may reasonably request. 1.5 1.6. The Trust represents to EVD that all registration statements filed by Placement Agent shall prepare reports for the Board of Trustees of the Trust with the Commission regarding its activities under the 1940 Act with respect to Trust Interests have been prepared in conformity with the requirements of such statute and the rules and regulations of the Commission thereunder. As used in this Agreement the term “registration statement” shall mean any registration statement filed with the Commission as modified by any amendments thereto that at any time shall have been filed with the Commission by or on behalf of the Trust. The Trust represents and warrants to EVD that any registration statement will contain all statements required to be stated therein in conformity with both such statute and the rules and regulations of the Commission; that all statements of fact contained in any registration statement will be true and correct in all material respects at the time of filing of such registration statement or amendment thereto; and that no registration statement will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Trust Interests. The Trust may but shall not be obligated to propose from time to time such amendment to any registration statement as in the light of future developments may, in the opinion of the Trust’s counsel, shall be necessary or advisable. If the Trust shall not propose such amendment and/or supplement within fifteen days after receipt reasonably requested by the Trust of a written request from EVD to do so, EVD Board. 1.7. The Placement Agent may, at its optionown cost and expense, terminate appoint or employ agents to assist in carrying out its obligations under this Agreement. The , but no such appointment or employment shall relieve the Placement Agent of its responsibilities or obligations to the Master Trust shall not file any amendment to any registration statement without giving EVD reasonable notice thereof in advance; provided, however, that nothing contained in under this Agreement shall in any way limit the Trust’s right to file at any time such amendment to any registration statement as the Trust may deem advisable, such right being in all respects absolute and unconditionalAgreement.

Services as Placement Agent. 1.1 EVD will act as Placement Agent of the Trust Interests covered by the Trust’s registration statement then in effect under the 1940 Act. In acting as Placement Agent under this Placement Agent Agreement, neither EVD nor its employees or any agents thereof shall make any offer or sale of Trust Interests in a manner which would require the Trust Interests to be registered under the Securities Act of 1933, as amended (the “1933 Act”). 1.2 All activities by EVD and its agents and employees as Placement Agent of Trust Interests shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations adopted pursuant to the 1940 Act by the Securities and Exchange Commission (the “Commission”). 1.3 Nothing herein shall be construed to require the Trust to accept any offer to purchase any Trust Interests, all of which shall be subject to approval by the Board of Trustees. 1.4 The Trust shall furnish from time to time for use in connection with the sale of Trust Interests such information with respect to the Trust and Trust Interests as EVD may reasonably request. The Trust shall also furnish EVD upon request with: (a) unaudited semiannual statements of the Trust’s books and accounts prepared by the Trust, and (b) from time to time such additional information regarding the Trust’s financial or regulatory condition as EVD may reasonably request. 1.5 The Trust represents to EVD that all registration statements filed by the Trust with the Commission under the 1940 Act with respect to Trust Interests have been prepared in conformity with the requirements of such statute and the rules and regulations of the Commission thereunder. As used in this Agreement the term “registration statement” shall mean any registration statement filed with the Commission as modified by any amendments thereto that at any time shall have been filed with the Commission by or on behalf of the Trust. The Trust represents and warrants to EVD that any registration statement will contain all statements required to be stated therein in conformity with both such statute and the rules and regulations of the Commission; that all statements of fact contained in any registration statement will be true and correct in all material respects at the time of filing of such registration statement or amendment thereto; and that no registration statement will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Trust Interests. The Trust may but shall not be obligated to propose from time to time such amendment to any registration registration statement as in the light of future developments may, in the opinion of the Trust’s counsel, be necessary or advisable. If the Trust shall not propose such amendment and/or supplement within fifteen days after receipt by the Trust of a written request from EVD to do so, EVD may, at its option, terminate this Agreement. The Trust shall not file any amendment to any registration statement without giving EVD reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendment to any registration statement as the Trust may deem advisable, such right being in all respects absolute and unconditional.

Services as Placement Agent. 1.1 EVD LFBDS will act as exclusive Placement Agent of the Trust Portfolio Interests covered by the Trust’s registration statement then in effect under the 1940 Act. In acting as Placement Agent under this Placement Agent Agreement, neither EVD LFBDS nor its employees or nor any agents thereof shall make any offer or sale of Trust Portfolio Interests in a manner which would require the Trust Interests to be registered under the Securities Act of 1933, as amended (the “"1933 Act”"). 1.2 All activities by EVD LFBDS and its agents and employees as Placement Agent of Trust Portfolio Interests shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations adopted pursuant to the 1940 Act by the Securities and Exchange Commission (the “"Commission”"). 1.3 LFBDS shall perform such specified activities and conduct all of its activities as Placement Agent of Portfolio Interests, including any activities described herein, as set forth in the Operating Policies and Procedures (the "Operating Procedures") of the Portfolio (in such form as may be approved from time to time by the Portfolio's Board of Trustees). To the extent that any provision of this Agreement shall conflict with any provision of the Operating Procedures, the applicable provision of the Operating Procedures shall be deemed to govern. 1.4 Nothing herein shall be construed to require the Trust Portfolio to accept any offer to purchase any Trust Portfolio Interests, all of which shall be subject to approval by the Portfolio's Board of Trustees. 1.4 1.5 The Trust Portfolio shall furnish from time to time for use in connection with the sale of Trust Portfolio Interests such information with respect to the Trust Portfolio and Trust Portfolio Interests as EVD LFBDS may reasonably request. The Trust Portfolio shall also furnish EVD LFBDS upon request with: (a) unaudited semiannual statements of the Trust’s Portfolio's books and accounts prepared by the TrustPortfolio, and (b) from time to time such additional information regarding the Trust’s Portfolio's financial or regulatory condition as EVD LFBDS may reasonably request. 1.5 1.6 The Trust Portfolio represents to EVD LFBDS that all registration statements filed by the Trust Portfolio with the Commission under the 1940 Act with respect to Trust Portfolio Interests have been prepared in conformity with the requirements of such statute and the rules and regulations of the Commission thereunder. As used in this Agreement the term “"registration statement” " shall mean any registration statement filed with the Commission as modified by any amendments thereto that at any time shall have been filed with the Commission by or on behalf of the TrustPortfolio. The Trust Portfolio represents and warrants to EVD LFBDS that any registration statement will contain all statements required to be stated therein in conformity with both such statute and the rules and regulations of the Commission; that all statements of fact contained in any registration statement will be true and correct in all material respects at the time of filing of such registration statement statements or amendment amendments thereto; and that no registration statement will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Trust Portfolio Interests. The Trust Portfolio may but shall not be obligated to propose from time to time such amendment to any registration statement as in the light of future developments may, in the opinion of the Trust’s Portfolio's counsel, be necessary or advisable. If the Trust Portfolio shall not propose such amendment and/or supplement within fifteen days after receipt by the Trust Portfolio of a written request from EVD LFBDS to do so, EVD LFBDS may, at its option, terminate this Agreement. The Trust Portfolio shall not file any amendment to any registration statement without giving EVD LFBDS reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s Portfolio's right to file at any time such amendment to any registration statement as the Trust Portfolio may deem advisable, such right being in all respects absolute and unconditional.

Services as Placement Agent. 1.1 EVD 1.1. PFMAM will act as Placement Agent of the Trust Interests covered by Shares of the Trust’s registration statement then in effect under the 1940 ActPortfolios. In acting as Placement Agent under this Placement Agent Agreement, neither EVD PFMAM nor its employees or nor any agents thereof shall make any offer or sale of Trust Interests Shares in a manner which would require the Trust Interests Shares to be registered under the Securities Act of 1933, as amended (the “"1933 Act”"). 1.2 1.2. All activities by EVD PFMAM and its agents and employees as Placement Agent of Trust Interests Shares shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations adopted pursuant to the 1940 Act by the Securities and Exchange Commission (the “"Commission”"). 1.3 1.3. Nothing herein shall be construed to require the Trust to accept any offer to purchase any Trust InterestsShares, all of which shall be subject to approval by the Board of TrusteesTrustees of the Trust. 1.4 1.4. The Trust shall furnish from time to time for use in connection with the sale of Trust Interests Shares such information with respect to the Trust Portfolios and Trust Interests Shares as EVD PFMAM may reasonably requestrequest from time to time. The Trust shall also furnish EVD PFMAM upon request with: (a) unaudited semiannual semi-annual and audited annual statements of the Trust’s books and accounts of each Portfolio prepared by the Trust, and (b) from time to time such additional information regarding the Trust’s financial or regulatory condition of the Trust and the Portfolios as EVD PFMAM may from time to time reasonably request. 1.5 1.5. The Trust represents to EVD PFMAM that all registration statements filed by the Trust with the Commission under the 1940 Act with respect to Trust Interests the Portfolios have been prepared in conformity with the requirements of such statute and the rules and regulations of the Commission thereunder. As used in this Agreement the term “"registration statement” " shall mean any registration statement filed by the Trust with the Commission as modified by any amendments thereto that at any time shall have been filed with the Commission by or on behalf of the TrustTrust Portfolio. The Trust represents and warrants to EVD PFMAM that any registration statement will contain all statements required to be stated therein in conformity with both such statute and the rules and regulations of the Commission; that all statements of fact contained in any registration statement will be true and correct in all material respects at the time of filing of such registration statement statements or amendment amendments thereto; and that no registration statement will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Trust InterestsShares. The Trust may but shall not be obligated to propose from time to time such amendment amendments to any registration statement as in the light of future developments may, in the opinion of the Trust’s 's counsel, be necessary or advisable. If the Trust shall not propose such an amendment and/or supplement within fifteen days after receipt by the Trust of a written request from EVD PFMAM to do so, EVD PFMAM may, at its option, terminate this Agreement. The Trust shall not file any amendment to any registration statement without giving EVD PFMAM reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s 's right to file at any time such amendment to any registration statement as the Trust may deem advisable, such right being in all respects absolute and unconditional.

Services as Placement Agent. 1.1 EVD The Placement Agent will act as Placement Agent placement agent of the Trust Interests covered by the Trust’s registration statement then in effect under the 1940 ActPortfolio Interests. In acting as Placement Agent placement agent under this Placement Agent Agreement, neither EVD the Placement Agent nor its employees or any agents thereof shall make any offer or sale of Trust Portfolio Interests in a manner which would require the Trust Portfolio Interests to be registered under the Securities Act of 1933, as amended (the “"1933 Act”"). 1.2 All activities by EVD the Placement Agent and its agents and employees as Placement Agent placement agent of Trust Portfolio Interests shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations adopted pursuant to the 1940 Act by the Securities and Exchange Commission (the “"Commission”"). 1.3 Nothing herein shall be construed to require the Trust Portfolio to accept any offer to purchase any Trust Portfolio Interests, all of which shall be subject to approval by the Portfolio's Board of Trustees. 1.4 The Trust Portfolio shall furnish from time to time for use in connection with the sale of Trust Portfolio Interests such information with respect to the Trust Portfolio and Trust Portfolio Interests as EVD the Placement Agent may reasonably request. The Trust Portfolio shall also furnish EVD the Placement Agent upon request with: (a) unaudited semiannual statements of the Trust’s Portfolio's books and accounts prepared by the TrustPortfolio, and (b) from time to time such additional information regarding the Trust’s Portfolio's financial or regulatory condition as EVD the Placement Agent may reasonably request. 1.5 The Trust Portfolio represents to EVD the Placement Agent that all registration statements filed by the Trust Portfolio with the Commission under the 1940 Act with respect to Trust Portfolio Interests have been prepared in conformity with the requirements of such statute and the rules and regulations of the DSIL Investment Services LLC August 1, 2005 Commission thereunder. As used in this Agreement the term “"registration statement” " shall mean any registration statement filed with the Commission Commission, as modified by any amendments thereto that at any time shall have been filed with the Commission by or on behalf of the TrustPortfolio. The Trust Portfolio represents and warrants to EVD the Placement Agent that any registration statement will contain all statements required to be stated therein in conformity with both such statute and the rules and regulations of the Commission; that all statements of fact contained in any registration statement will be true and correct in all material respects at the time of filing of such registration statement or amendment thereto; and that no registration statement will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Trust Portfolio Interests. The Trust Portfolio may but shall not be obligated to propose from time to time such amendment to any registration statement as in the light of future developments may, in the opinion of the Trust’s Portfolio's counsel, be necessary or advisable. If the Trust Portfolio shall not propose such amendment and/or supplement within fifteen days after receipt by the Trust Portfolio of a written request from EVD the Placement Agent to do so, EVD the Placement Agent may, at its option, terminate this Agreement. The Trust Portfolio shall not file any amendment to any registration statement without giving EVD the Placement Agent reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s Portfolio's right to file at any time such amendment to any registration statement as the Trust Portfolio may deem advisable, such right being in all respects absolute and unconditional. 1.6 The Portfolio agrees to indemnify, defend and hold the Placement Agent, its several officers and directors, and any person who controls the Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the Securities and Exchange Act of 1934 (the "1934 Act") (for purposes of this paragraph 1.6, collectively, "Covered Persons") free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which any Covered Person may incur under the 1933 Act, the 1934 Act, common law or otherwise, arising out of or based on any untrue statement of a material fact contained in any registration statement, private placement memorandum or other offering material ("Offering Material") relating to the Portfolio or the Portfolio Interests or arising out of or based on any omission to state a material fact required to be stated in any Offering Material or necessary to make the statements in any Offering Material not misleading; provided, however, that the Portfolio's agreement to indemnify Covered Persons shall not be deemed to cover any claims, demands, liabilities or expenses arising out of any financial and other statements as are furnished in writing to the Portfolio by the Placement Agent in its capacity as Placement Agent for use in the answers to any items of any registration statement or any statements made in any other Offering Material, or arising out of or based on any omission or alleged omission to state a material fact in connection with the giving of such information required to be stated in such answers or necessary to make the answers not misleading; and further provided that the Portfolio's agreement to indemnify the Placement Agent and the Portfolio's representations and warranties hereinbefore set forth in paragraph 1.5 shall not be deemed to cover any liability to the Portfolio or its investors to which a Covered Person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of a Covered Person's reckless disregard of its obligations and duties under this Agreement. The Portfolio shall be notified of any action brought against a Covered Person, such notification to be given by letter or by telegram addressed to the Portfolio, x/x Xxxxx X. Xxxxxx, Esq., Xxxxxxx XxXxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, promptly after the summons or other first legal process shall have been duly and completely served upon such Covered Person. The failure to so notify the Portfolio of any such action shall not relieve the Portfolio from any liability except to the extent the Portfolio shall have been prejudiced by such failure, or from any liability that the Portfolio may have to the Covered Person against whom such action is brought by reason of any such untrue statement or DSIL Investment Services LLC August 1, 2005 omission, otherwise than on account of the Portfolio's indemnity agreement contained in this paragraph. The Portfolio will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability, but in such case such defense shall be conducted by counsel of good standing chosen by the Portfolio and approved by the Placement Agent, which approval shall not be unreasonably withheld. In the event the Portfolio elects to assume the defense of any such suit and retain counsel of good standing approved by the Placement Agent, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Portfolio does not elect to assume the defense of any such suit, or in case the Placement Agent reasonably does not approve of counsel chosen by the Portfolio, the Portfolio will reimburse the Covered Person named as defendant in such suit, for the fees and expenses of any counsel retained by the Placement Agent or the Covered Persons. The Portfolio's indemnification agreement contained in this paragraph and the Portfolio's representations and warranties in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of Covered Persons, and shall survive the delivery of any Portfolio Interests. This agreement of indemnity will inure exclusively to Covered Persons and their successors. The Portfolio agrees to notify the Placement Agent promptly of the commencement of any litigation or proceedings against the Portfolio or any of its officers or Trustees in connection with the issue and sale of any Portfolio Interests. 1.7 The Placement Agent agrees to indemnify, defend and hold the Portfolio, its several officers and trustees, and any person who controls the Portfolio within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (for purposes of this paragraph 1.7, collectively, "Covered Persons") free and harmless from and against any and all claims, demands, liabilities and expenses (including the costs of investigating or defending such claims, demands, liabilities and any counsel fees incurred in connection therewith) that Covered Persons may incur under the 1933 Act, the 1934 Act, common law or otherwise, but only to the extent that such liability or expense incurred by a Covered Person resulting from such claims or demands shall arise out of or be based on any untrue statement of a material fact contained in information furnished in writing by the Placement Agent in its capacity as Placement Agent to the Portfolio for use in the answers to any of the items of any registration statement or in any statements in any other Offering Material relating to the Portfolio or the Portfolio Interests or shall arise out of or be based on any omission to state a material fact in connection with such information furnished in writing by the Placement Agent to the Portfolio required to be stated in such answers or necessary to make such information not misleading. The Placement Agent shall be notified of any action brought against a Covered Person, such notification to be given by letter or telegram addressed to the Placement Agent at 000 Xxxxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: President, promptly after the summons or other first legal process shall have been duly and completely served upon such Covered Person. The Placement Agent shall have the right of first control of the defense of the action with counsel of its own choosing satisfactory to the Portfolio if such action is based solely on such alleged misstatement or omission on the Placement Agent's part, and in any other event each Covered Person shall have the right to participate in the defense or preparation of the defense of any such action. The failure to so notify the Placement Agent of any such action shall not relieve the Placement Agent from any liability except to the extent the Placement Agent shall have been prejudiced by such failure, or from any liability that the Placement Agent may have to Covered Persons by reason of any such untrue or alleged untrue statement, or omission or alleged omission, otherwise than on account of the Placement Agent's indemnity agreement contained in this paragraph. 1.8 No Portfolio Interests shall be offered by either the Placement Agent or the Portfolio under any of the provisions of this Agreement and no orders for the purchase or sale of Portfolio Interests hereunder shall be accepted by the Portfolio if and so long as the effectiveness of the registration DSIL Investment Services LLC August 1, 2005 statement or any necessary amendments thereto shall be suspended under any of the provisions of the 1940 Act; provided, however, that nothing contained in this paragraph shall in any way restrict or have an application to or bearing on the Portfolio's obligation to redeem Portfolio Interests from any investor in accordance with the provisions of the Portfolio's registration statement or Declaration of Trust, as amended from time to time. 1.9 The Portfolio agrees to advise the Placement Agent as soon as reasonably practical by a notice in writing delivered to the Placement Agent or its counsel: (a) of any request by the Commission for amendments to the registration statement then in effect or for additional information; (b) in the event of the issuance by the Commission of any stop order suspending the effectiveness of the registration statement then in effect or the initiation by service of process on the Portfolio of any proceeding for that purpose; (c) of the happening of any event that makes untrue any statement of a material fact made in the registration statement then in effect or that requires the making of a change in such registration statement in order to make the statements therein not misleading; and (d) of all action of the Commission with respect to any amendment to any registration statement that may from time to time be filed with the Commission. For purposes of this paragraph 1.9, informal requests by or acts of the Staff of the Commission shall not be deemed actions of or requests by the Commission. 1.10 The Placement Agent agrees on behalf of itself and its employees to treat confidentially and as proprietary information of the Portfolio all records and other information not otherwise publicly available relative to the Portfolio and its prior, present or potential investors and not to use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Portfolio, which approval shall not be unreasonably withheld and may not be withheld where the Placement Agent may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Portfolio. 1.11 In addition to the Placement Agent's duties as Placement Agent, the Portfolio understands that the Placement Agent may, in its discretion, perform additional functions in connection with transactions in Portfolio Interests. The processing of Portfolio Interest transactions may include, but is not limited to, compilation of all transactions from the Placement Agent's various offices; creation of a transaction tape and timely delivery of it to the Portfolio's transfer agent for processing; reconciliation of all transactions delivered to the Portfolio's transfer agent; and the recording and reporting of these transactions executed by the Portfolio's transfer agent in customer statements; rendering of periodic customer statements; and the reporting of IRS Form 1099 information at year end if required. The Placement Agent may also provide other investor services, such as communicating with Portfolio investors and other functions in administering customer accounts for Portfolio investors. DSIL Investment Services LLC August 1, 2005 The Placement Agent understands that these services may result in cost savings to the Portfolio or to the Portfolio's investment manager and neither the Portfolio nor the Portfolio's investment manager will compensate the Placement Agent for all or a portion of the costs incurred in performing functions in connection with transactions in Portfolio Interests. Nothing herein is intended, nor shall be construed, as requiring the Placement Agent to perform any of the foregoing functions.

Services as Placement Agent. 1.1 EVD Salomon will act as exclusive Placement Agent of the Trust Interests covered by the Trust’s applicable registration statement then in effect under the 1940 Act. In acting as Placement Agent under this Placement Agent Agreement, neither EVD Salomon nor its employees or nor any agents thereof shall make any offer or sale of Trust Interests in a manner which would require the Trust Interests to be registered under the Securities Act of 1933, as amended (the “"1933 Act”"). 1.2 All activities by EVD Salomon and its agents and employees as Placement Agent of Trust Interests shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations adopted pursuant to the 1940 Act by the Securities and Exchange Commission (the “"Commission”"). 1.3 Salomon shall perform such specified activities and conduct all of its activities as Placement Agent of Trust Interests, including any activities described herein, as set forth in the Operating Policies and Procedures (the "Operating Procedures") of the applicable Trust (in such form as may be approved from time to time by the Trust's Board of Trustees). To the extent that any provision of this Agreement shall conflict with any provision of the Operating Procedures, the applicable provision of the Operating Procedures shall be deemed to govern. 1.4 Nothing herein shall be construed to require the a Trust to accept any offer to purchase any Trust Interests, all of which shall be subject to approval by the Trust's Board of Trustees. 1.4 The 1.5 Each Trust shall furnish from time to time for use in connection with the sale of Trust Interests such information with respect to the Trust and Trust Interests as EVD Salomon may reasonably request. The Each Trust shall also furnish EVD Salomon upon request with: (a) unaudited semiannual semi-annual statements of the Trust’s 's books and accounts prepared by the Trust, and (b) from time to time such additional information regarding the Trust’s 's financial or regulatory condition as EVD Salomon may reasonably request. 1.5 The 1.6 Each Trust represents to EVD Salomon that all registration statements filed by or on behalf of the Trust with the Commission under the 1940 Act with respect to Trust Interests have been prepared in conformity with the requirements of such statute and the rules and regulations of the Commission thereunder. As used in this Agreement the term “"registration statement” " shall mean any registration statement filed with the Commission as modified by any amendments thereto that at any time shall have been filed with the Commission by or on behalf of the a Trust. The Each Trust represents and warrants to EVD Salomon that any registration statement filed by or on behalf of the Trust will contain all statements required to be stated therein in conformity with both such statute and the rules and regulations of the Commission; that all statements of fact contained in any such registration statement will be true and correct in all material respects at the time of filing of such registration statement statements or amendment amendments thereto; and that no registration statement filed by or on behalf of the Trust will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Trust Interests. The Each Trust may may, but shall not be obligated to to, propose from time to time such amendment to any registration statement as in the light of future developments may, in the opinion of the Trust’s 's counsel, be necessary or advisable. If the a Trust shall not propose such amendment and/or supplement within fifteen days after receipt by the Trust of a written request from EVD Salomon to do so, EVD Salomon may, at its option, terminate this AgreementAgreement as to that Trust. The A Trust shall not file any amendment to any registration statement pertaining to that Trust without giving EVD Salomon reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the a Trust’s 's right to file at any time such amendment to any registration statement as the Trust may deem advisable, such right being in all respects absolute and unconditional.

Services as Placement Agent. 1.1 EVD will act as placement agent (the “Placement Agent Agent”) of the interests of each Trust Interests (the “Interests”) covered by the Trust’s registration statement then in effect under the 1940 Act. In acting as Placement Agent under this Placement Agent Agreement, neither EVD nor its employees or any agents thereof shall make any offer or sale of Trust Interests in a manner which that would require the Trust Interests to be registered under the Securities Act of 1933, as amended (the “1933 Act”). 1.2 All activities by EVD and its agents and employees as Placement Agent of Trust Interests shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations adopted pursuant to the 1940 Act by the Securities and Exchange Commission (the “Commission”). 1.3 Nothing herein shall be construed to require the any Trust to accept any offer to purchase any Trust its Interests, all of which shall be subject to approval by the Board of TrusteesTrustees of the Trust. 1.4 The Each Trust shall furnish from time to time for use in connection with the sale of Trust Interests such information with respect to the Trust and Trust its Interests as EVD may reasonably request. The Each Trust shall also furnish EVD upon request with: (a) unaudited semiannual statements of the Trust’s books and accounts prepared by the Trust, and (b) from time to time such additional information regarding the Trust’s financial or regulatory condition as EVD may reasonably request. 1.5 The Each Trust represents to EVD that all registration statements filed by the Trust with the Commission under the 1940 Act with respect to Trust its Interests have been prepared in conformity with the requirements of such statute and the rules and regulations of the Commission thereunder. As used in this Agreement the term “registration statement” shall mean any registration statement filed with the Commission Commission, including as modified by any amendments thereto thereto, that at any time shall have been filed with the Commission by or on behalf of the Trust. The Each Trust represents and warrants to EVD that any registration statement will contain all statements required to be stated therein in conformity with both such statute and the rules and regulations of the Commission; that all statements of fact contained in any registration statement will be true and correct in all material respects at the time of filing of such registration statement or amendment thereto; and that no registration statement will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Trust Interests. The Each Trust may may, but shall not be obligated to to, propose from time to time such amendment to any registration statement as in the light of future developments may, in the opinion of the Trust’s counsel, be necessary or advisable. If the a Trust shall not propose such amendment and/or supplement within fifteen (15) days after receipt by the Trust of a written request from EVD to do so, EVD may, at its option, terminate this AgreementAgreement with respect to such Trust. The No Trust shall not file any amendment to any its registration statement without giving EVD reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the a Trust’s right to file at any time such amendment to any registration statement as the Trust may deem advisable, such right being in all respects absolute and unconditional.