Common use of Transactions in Shares Clause in Contracts

Transactions in Shares. Dealer agrees that payment for orders it submit for the purchase of Shares will be made in accordance with the terms of the Prospectus. Dealer acknowledges and agree that the then-current public offering price per Share will generally not be known until after the acceptance of subscriptions by the Fund in accordance with the terms of the Prospectus. The Parties thus each acknowledge and agree that purchase orders for Shares will be made and accepted for an amount based on a fixed dollar amount, with the number of Shares to be credited to an investor’s account determined upon finalization of the then-current public offering price. If payment for any purchase order is not received in accordance with the terms of the Prospectus, the Fund reserves the right, without notice, to cancel the sale. In this event or in the event that Dealer cancels the trade for any reason, Dealer agrees to be responsible for any loss resulting to the Fund or to Distributor from its failure to make payments as aforesaid. Dealer shall not be entitled to any gains generated thereby. Dealer acknowledges that tender offers for the repurchase of Shares are (i) currently the only method by which Shares may be repurchased or redeemed by the Fund, (ii) there is no guarantee that any tender offer will be made nor the amount or terms of such possible tender offers, and (iii) any tender offers, if made, will be made subject to the terms summarized in the Prospectus and tender offer documents provided by the Fund and approved by the Board. Dealer expressly acknowledges that Shares will not be repurchased by Distributor or the Fund (other than through tender offers from time to time, if any), that there is no guarantee that any Shares tendered will be repurchased by the Fund, and that no secondary market for the Shares exists currently or is expected to develop. If a tender offer is made by the Fund, Dealer agrees to transmit to its customers the appropriate documentation for such offers to its customers and participate in the tender offer process in accordance with the terms of the Prospectus and any tender offer documents applicable to such offer.

Transactions in Shares. Dealer agrees that payment for orders it submit for the purchase of Shares will be made in accordance with the terms of the Prospectus. Dealer acknowledges and agree that the then-current public offering price per Share Share, which is equal to the NAV per share for the applicable class of Shares, will generally not be known until after the acceptance of subscriptions by the Fund in accordance with the terms of the Prospectus. The Parties thus each acknowledge and agree that purchase orders for Shares will be made and accepted for an amount based on a fixed dollar amountthe then-current NAV per Share for the applicable class of Shares, with the number of Shares to be credited to an investor’s account determined upon finalization of the then-current public offering priceNAV. If payment for any purchase order is not received in accordance with the terms of the Prospectus, the Fund reserves the right, without notice, to cancel the sale. In this event or in the event that Dealer cancels the trade for any reason, Dealer agrees to be responsible for any loss resulting to the Fund or to Distributor from its failure to make payments as aforesaid. Dealer shall not be entitled to any gains generated thereby. Dealer acknowledges that tender offers for the repurchase of Shares are (i) currently the only method by which Shares may be repurchased or redeemed by the Fund, (ii) there is no guarantee that any tender offer will be made nor the amount or terms of such possible tender offers, and (iii) any tender offers, if made, will be made subject to the terms summarized in the Prospectus and tender offer documents provided by the Fund and approved by the Board. Dealer expressly acknowledges that Shares will not be repurchased by Distributor or the Fund (other than through tender offers from time to time, if any), that there is no guarantee that any Shares tendered will be repurchased by the Fund, and that no secondary market for the Shares exists currently or is expected to develop. If a tender offer is made by the Fund, Dealer agrees to transmit to its customers the appropriate documentation for such offers to its customers and participate in the tender offer process in accordance with the terms of the Prospectus and any tender offer documents applicable to such offer.

Transactions in Shares. (a) If payment is not so received or made with respect to all orders Dealer agrees that payment for orders it submit places for the purchase of Shares will be made in accordance with the terms of the Prospectus. Dealer acknowledges and agree that the then-current public offering price per Share will generally not be known until after the acceptance of subscriptions by the Fund in accordance with the terms of the Prospectus. The Parties thus each acknowledge and agree that purchase orders for Shares will be made and accepted for an amount based on a fixed dollar amount, with the number of Shares to be credited to an investor’s account determined upon finalization of the then-current public offering price. If payment for any purchase order is not received in accordance with the terms of the ProspectusShares, the Fund reserves the right, without notice, to cancel the saletransaction may be cancelled. In this event or in the event that Dealer cancels the trade for any reason, Dealer agrees to shall be responsible for any loss resulting to the Fund or to Distributor from its Dealer’s failure to make payments as aforesaid. Dealer shall not be entitled to any gains generated thereby. Dealer also assumes responsibility for any loss to the Fund caused by any order placed by Dealer on an “as-of” basis subsequent to the trade date for the order and will immediately pay such loss to the Fund upon notification or demand. Such orders shall be acceptable only as permitted by the Company and shall be subject to the Company’s policies pertaining thereto, which may include receipt of an executed Letter of Indemnity in a form acceptable to the Fund and/or to Distributor prior to the Company’s acceptance of any such order. (b) Dealer acknowledges that the Fund will make periodic tender offers for to repurchase Shares (each, a “Repurchase Offer”) as described in the repurchase Fund’s then current Prospectus. Repurchases of Shares are (i) currently the only method by which Shares may be repurchased or redeemed by the Fund, (ii) there is no guarantee that any tender offer will be made nor at the amount or terms NAV of such possible tender offersShares 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 applicable law. Dealer agrees to transmit to its customers any Repurchase Offer notification received from Distributor within the time period specified in the applicable Prospectus and in such notification, and (iii) any tender offers, if made, will be made subject to use its reasonable best efforts to transmit repurchase requests from its customers to the terms summarized Fund or the Fund’s transfer agent or other designee by the applicable repurchase request deadline as specified in the applicable Prospectus and tender offer documents provided by the Fund and approved by the Boardsuch notification. Dealer expressly acknowledges and agrees that Shares will not be repurchased by Distributor or either the Fund (other than through Repurchase Offers, or other tender offers from time to time, if any), that there is no guarantee that any Shares tendered will be repurchased by the Fund) or Distributor, and that no secondary market for the Shares exists currently or is expected to develop, and therefore that the Shares have very limited liquidity. If Dealer also acknowledges and agrees that, in the event one or more of its customers cancels their order for Shares 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 is made by the Fund, Dealer agrees to transmit to its customers the appropriate documentation for such offers to its customers and participate other than that which is set forth in the tender offer process in accordance with Fund’s then current Prospectus or a Repurchase Offer notice issued by the terms of the Prospectus and any tender offer documents applicable to such offerFund, is expressly prohibited.

Transactions in Shares. Dealer agrees You agree that payment for orders it you submit for the purchase of Shares will be made in accordance with the terms of the ProspectusProspectus and the Application Form. Dealer acknowledges The parties acknowledge and agree that the then-then current public offering price net asset value per Share will generally not be known until after the acceptance of subscriptions by the Fund in accordance with the terms of the Prospectus. The Parties parties thus each acknowledge and agree that purchase orders for Shares will generally be made and accepted for an amount based on a fixed dollar amount, with the number of Shares to be credited to an investor’s account determined upon finalization of the then-applicable then current public offering pricenet asset value per Share plus any applicable sales charge. If payment for any purchase order is not received in accordance with the terms of the ProspectusProspectus and the Application Form, the Fund reserves the right, without notice, to cancel the sale. In this event or in the event that Dealer cancels you cancel the trade for any reason, Dealer agrees you agree to be responsible for any loss resulting to the Fund or to Distributor us from its your failure to make payments as aforesaid. Dealer You shall not be entitled to any gains generated thereby. Dealer acknowledges You acknowledge that tender periodic repurchase offers for the repurchase of Shares are (i) currently the only method by which Shares may will be repurchased or redeemed made by the Fund, (ii) there is no guarantee that any tender offer will be made nor as an “interval fund” as described in the amount or terms of such possible tender offersFund’s Prospectus, and (iii) any tender offersand, if whenever made, will be made subject to the terms summarized in the Prospectus and tender offer documents provided by that, as such, the Fund will only make repurchase offers when so authorized. All requests for repurchase of Shares of the Fund shall be executed at the net asset value as determined on the pricing date for the repurchase offer and approved the proceeds of such repurchases shall be reduced by any expenses permitted by Rule 23c-3 under the BoardInvestment Company Act of 1940 (the “1940 Act”) for repurchase offers, or any deferred sales charge, or any similar fee or charge as set forth in the Prospectus or the applicable repurchase offer notice, as the case may be. Dealer You expressly acknowledges acknowledge and understand that Shares will not be repurchased by Distributor or the Fund (other than through tender periodic repurchase offers from time to time, if any), that there is no guarantee that any Shares tendered will be repurchased by the Fund, and that no secondary market for the Shares exists currently or is expected to develop. If a tender offer is made by the Fund, Dealer agrees to transmit to its customers the appropriate documentation for such offers to its customers and participate in the tender offer process in accordance with the terms of the Prospectus and any tender offer documents applicable to such offer...