Common use of Services as Placement Agent Clause in Contracts

Services as Placement Agent. 1.1. The Placement Agent will act as agent for the private placement of Shares in accordance with any instructions of the Trust's Board of Trustees 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 Master Trust of which the Master 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 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 agrees to use appropriate efforts to solicit orders for the sale of Shares and will undertake such advertising and promotion, as it believes appropriate in connection with such solicitation. The Placement Agent 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 is and may in the future be the Placement Agent 1.3. 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 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 Master Portfolios, and shall file with the NASD 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 Master Portfolios. 1.4. 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 Securities Act of 1933, as amended (the "1933 Act"), the 1934 Act, the 1940 Act, the regulations of the NASD and all other applicable federal and state laws, rules and regulations. 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's officers may decline to accept any orders for, or make any sales of Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.6. The Trust shall furnish from time to time, for use in connection with the sale of Shares, such information with respect to the Master Portfolios and Shares as the Placement Agent may reasonably request 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 the Placement Agent upon request with: (a) audited annual and unaudited semi-annual statements of the Trust's books and accounts with respect to each Master Portfolio, and (b) from time to time such additional information regarding the Master Portfolios' financial condition as the Placement Agent may reasonably request. 1.7. The Placement Agent shall prepare reports for the Board of Trustees of the Trust regarding its activities under this Agreement as from time to time shall be reasonably requested by the Board, including reports regarding the use of Rule 12b-1 payments received by the Placement Agent, if any. 1.8. The Placement Agent may, at its own cost and expense, appoint or employ agents to assist in carrying out its obligations under this Agreement, but no such appointment or employment shall relieve the Placement Agent of its responsibilities or obligations to the Master Trust under this Agreement.

Services as Placement Agent. 1.1. The Placement Agent will act as agent for the private placement of Shares in accordance with any instructions of the Trust's Board of Trustees 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 Master Trust of which the Master 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 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 agrees to use appropriate efforts to solicit orders for the sale of Shares and will undertake such advertising and promotion, as it believes appropriate in connection with such solicitation. The Placement Agent 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 is and may in the future be the Placement Agent 1.3. 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 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 Master Portfolios, and shall file with the NASD 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 Master Portfolios. 1.4. 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 Securities Act of 1933, as amended (the "1933 Act"), the 1934 Act, the 1940 Act, the regulations of the NASD and all other applicable federal and state laws, rules and regulations. 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's officers may decline to accept any orders for, or make any sales of Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.6. The Trust shall furnish from time to time, for use in connection with the sale of Shares, such information with respect to the Master Portfolios and Shares as the Placement Agent may reasonably request 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 the Placement Agent upon request with: (a) audited annual and unaudited semi-annual statements of the Trust's books and accounts with respect to each Master Portfolio, and (b) from time to time such additional information regarding the Master Portfolios' financial condition as the Placement Agent may reasonably request. 1.7. The Placement Agent shall prepare reports for the Board of Trustees of the Trust regarding its activities under this Agreement as from time to time shall be reasonably requested by the Board, including reports regarding the use of Rule 12b-1 payments received by the Placement AgentAgent or any payments received in accordance with the administration agreement between Master Trust and BACAP Distributors dated January 1, 2003, if any. 1.8. The Placement Agent may, at its own cost and expense, appoint or employ agents to assist in carrying out its obligations under this Agreement, but no such appointment or employment shall relieve the Placement Agent of its responsibilities or obligations to the Master Trust under this Agreement.

Services as Placement Agent. 1.1. The Placement Agent will act as agent for the private placement of Shares in accordance with any instructions of the Trust's Board of Trustees 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 Master Trust of which the Master 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 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 agrees to use appropriate efforts to solicit orders for the sale of Shares and will undertake such advertising and promotion, as it believes appropriate in connection with such solicitation. The Placement Agent 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 is and may in the future be the Placement AgentAgent of shares of other investment company portfolios including portfolios having investment 1.3. 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 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 Master Portfolios, and shall file with the NASD 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 Master Portfolios. 1.4. 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 Securities Act of 1933, as amended (the "1933 Act"), the 1934 Act, the 1940 Act, the regulations of the NASD and all other applicable federal and state laws, rules and regulations. 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's officers may decline to accept any orders for, or make any sales of Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.6. The Trust shall furnish from time to time, for use in connection with the sale of Shares, such information with respect to the Master Portfolios and Shares as the Placement Agent may reasonably request 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 the Placement Agent upon request with: (a) audited annual and unaudited semi-annual statements of the Trust's books and accounts with respect to each Master Portfolio, and (b) from time to time such additional information regarding the Master Portfolios' financial condition as the Placement Agent may reasonably request. 1.7. The Placement Agent shall prepare reports for the Board of Trustees of the Trust regarding its activities under this Agreement as from time to time shall be reasonably requested by the Board, including reports regarding the use of Rule 12b-1 payments received by the Placement Agent, if any. 1.8. The Placement Agent may, at its own cost and expense, appoint or employ agents to assist in carrying out its obligations under this Agreement, but no such appointment or employment shall relieve the Placement Agent of its responsibilities or obligations to the Master Trust under this Agreement.

Services as Placement Agent. 1.1. The Placement Agent will act as agent for the private placement of Shares in accordance with any instructions of the Trust's ’s Board of Trustees and with the Trust's ’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 Master Trust of which the Master 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 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 agrees to use appropriate efforts to solicit orders for the sale of Shares and will undertake such advertising and promotion, as it believes appropriate in connection with such solicitation. The Placement Agent 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 is and may in the future be the Placement Agent 1.3. 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 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 Master Portfolios, and shall file with the NASD 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 Master Portfolios. 1.4. 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 Securities Act of 1933, as amended (the "“1933 Act"”), the 1934 Act, the 1940 Act, the regulations of the NASD FINRA and all other applicable federal and state laws, rules and regulations. 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's ’s officers may decline to accept any orders for, or make any sales of Shares until such time as those officers deem it advisable to accept such orders and to make such sales. 1.6. The Trust shall furnish from time to time, for use in connection with the sale of Shares, such information with respect to the Master Portfolios and Shares as the Placement Agent may reasonably request 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 the Placement Agent upon request with: : (a) audited annual and unaudited semi-annual statements of the Trust's ’s books and accounts with respect to each Master Portfolio, and (b) from time to time such additional information regarding the Master Portfolios' ’ financial condition as the Placement Agent may reasonably request. 1.7. The Placement Agent shall prepare reports for the Board of Trustees of the Trust regarding its activities under this Agreement as from time to time shall be reasonably requested by the Board, including reports regarding the use of Rule 12b-1 payments received by the Placement Agent, if any. 1.8. The Placement Agent may, at its own cost and expense, appoint or employ agents to assist in carrying out its obligations under this Agreement, but no such appointment or employment shall relieve the Placement Agent of its responsibilities or obligations to the Master Trust under this Agreement.