Common use of Services as Placement Agent Clause in Contracts

Services as Placement Agent. 1.1. WFFD 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 Trust of which the Trust has notified WFFD 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. WFFD 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 WFFD 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 WFFD’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, WFFD shall not make any offer or sale of Shares in a manner that would require the offer or sale of the Shares to be registered under the Securities Act of 1933, as amended (the “1933 Act”). WFFD 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. WFFD 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, WFFD will provide sufficient personnel, during normal business hours, reasonably necessary to respond to telephone questions with respect to the Portfolios. 1.4. In connection with all matters relating to this Agreement, WFFD 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, the regulations of 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 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 Portfolios and Shares as WFFD 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 WFFD upon request with: (a) audited annual and unaudited semi-annual statements of the Trust’s books and accounts with respect to each Portfolio, and (b) from time to time such additional information regarding the Portfolios’ financial condition as WFFD may reasonably request. 1.7. WFFD 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. 1.8. WFFD 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 WFFD of its responsibilities or obligations to the Trust under this Agreement.

Services as Placement Agent. 1.1. WFFD will act as agent for the private placement of Shares in accordance with any instructions of the Trust’s Board of Trustees ofTrustees 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 ofwhich the Trust has notified WFFD 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 ofadditional 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. WFFD 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 thenet asset value next determined after an order is received. The Trust understands that WFFD is and may in the future thefuture be the placement agent of shares of other ofother 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 mayinvest in shares of such ofsuch other portfolios. The Trust agrees that WFFD’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, WFFD shall not make any offer or sale of Shares in a manner that would require the offer or sale of the Shares to be registered under the Securities Act of 1933, as amended (the “1933 Act”). WFFD shall, at its own expense, finance such activities as it deems reasonable and which are primarily areprimarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwritersofunderwriters, dealers and sales personnel, the printing and mailing of Parts A/prospectuses to other than current interestholders, and the printing and printingand mailing of sales literature. WFFD shall be responsible for reviewing and providing advice on all sales literature (e.g., advertisements, brochures and interestholder communications) with 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, WFFD will provide sufficient providesufficient personnel, during normal business hours, reasonably necessary to respond to telephone questions with respect to the Portfolios. 1.4. In connection with all matters relating to this Agreement, WFFD 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, the regulations of FINRA ofFINRA and all other applicable federal and state laws, rules and regulationsandregulations. 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 declineto accept any orders for, or make any sales of Shares ofShares 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 Portfolios and Shares as WFFD 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 WFFD upon request with: (a) audited annual and unaudited semi-annual statements of the Trust’s books and accounts with respect to each Portfolio, and (b) from time to time such additional information regarding the Portfolios’ financial Portfolios’financial condition as WFFD may reasonably request. 1.7. WFFD shall prepare reports for the forthe Board of Trustees of the Trust regarding its activities under this Agreement as from time to time shall be reasonably requested by the bythe Board. 1.8. WFFD 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 WFFD of its ofits responsibilities or obligations to the Trust under this Agreement.