FORM OF DEALER AGREEMENT FOR CLOSED-END INVESTMENT COMPANIES [Date]
ITEM
25.2 EXHIBIT H.2
FORM OF DEALER AGREEMENT FOR CLOSED-END INVESTMENT COMPANIES
[Date]
Ladies and Gentlemen:
Xxxxxxx, Xxxxx & Co., as distributor (the “Distributor”), has entered into
distribution agreements (the “Distribution Agreements”), as amended or supplemented from
time to time, between ourselves and the closed-end management investment companies identified on
Schedule A hereto (referred to individually as a “Trust” and collectively as the
“Trusts”). As of the date of this Agreement each Trust consists only of a single undivided
investment portfolio (a “Fund”) but which in the future may consist of separate investment
portfolios, or series (each, also a “Fund”). Pursuant to the Distribution Agreements, the
Distributor acts as exclusive distributor of shares of beneficial interest (the “Shares”),
of the Trusts listed on Schedule A hereto, as the same may be supplemented from time to time. Each
Fund may offer one or more classes of its Shares (each a “Class”) which Classes shall have such
relative rights and conditions and shall be sold in the manner and on the terms set forth from time
to time in each Fund’s Prospectus and SAI (as defined below).
Pursuant to the Distribution Agreements, we have been authorized to make arrangements for
securities dealers which can make the representation set forth in Section 6(f) of this Agreement to
solicit from the public orders to purchase the Class of Shares of each Fund listed from time to
time on Schedule A hereto. You are hereby invited to become one of such securities dealers (each
such securities dealer, an “Authorized Dealer”). This will confirm our mutual agreement as
to the terms and conditions applicable to your participation as an Authorized Dealer, such
agreement to be effective on your confirmation hereof. This Dealer Agreement shall herein be
referred to as the “Agreement”. For purposes of this Agreement, “Xxxxxxx Sachs”
shall mean Xxxxxxx, Xxxxx & Co. in our capacity as Distributor.
You understand that (a) we may, at any time at our option, act as an Authorized Dealer, (b)
except as we may otherwise agree with you, we may enter into agreements (which may or may not be
the same as this Agreement) with other securities dealers (including bank-affiliated securities
dealers), (c) the Trusts and we may modify, suspend, terminate or withdraw entirely the offering of
Shares of any Fund or any Class thereof at any time without notice to you and without incurring any
liability or obligation to you, (d) the Trusts or we may, upon notice, change the public offering
price, sales charge (if any), or dealer allowance (if any) applicable to any Fund or any Class
thereof, and (e) we shall be under no liability to you or to your customers except for lack of good
faith and for obligations expressly assumed by us herein.
1. Role of Authorized Dealers; Sale of Shares. (a) As an Authorized Dealer, you
shall have no obligation to purchase or sell or to solicit the purchase or sale of Shares of any
Fund. You or your agents will discuss with each customer the customer’s overall investment needs
and will assist the customer in evaluating what portion of the customer’s assets is suitable for
investment in Shares of the respective Funds, and you shall remain solely responsible for all
suitability determinations made in regard to the customer’s investment in Shares. As, when and if
you determine to purchase Shares of a Fund or you receive a customer order for the purchase
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of Shares of a Fund and you determine to accept such order, you shall comply with the procedures
relating to the purchase of Shares of such Fund as set forth in the prospectus relating to the
Shares of such Fund or the relevant Class thereof (the “Prospectus”) and the statement of
additional information relating to the Shares of such Fund or the relevant Class thereof (the
“SAI”), each as most recently amended or supplemented. In addition, to the extent any Fund
is an “interval fund” that makes periodic offers to repurchase Shares from shareholders (a
“Repurchase Offer”) pursuant to Rule 23c-3 under the Investment Company Act of 1940, as
amended (the “Investment Company Act”) you shall comply with the procedures for such
Repurchase Offers as set forth in the Prospectus, SAI or any notification from us or the Fund
relating to a Repurchase Offer (“Repurchase Offer Notice”). The procedure relating to the
handling of orders shall be subject to such further instructions as we or the Trust shall forward
to you in writing from time to time.
(b) All orders for the purchase of Shares of any Class of any Fund shall be executed at the
then applicable public offering price and subject to the minimum investment amount set forth in the
Prospectus for such Fund or Class, subject to any waivers or reductions of the initial sales
charge, if any, that may apply to such Class (the “Sales Charge”) or dealer allowances (the
“Dealer Allowances”) as described in such Prospectus as amended from time to time; and all
repurchases of Shares of any Class by the Fund shall be executed at the net asset value per Share
less any applicable deferred Sales Charge, redemption fee or early withdrawal charge as described
in the Prospectus for such Fund or Class at the time of the initial sale of such Shares. Any
amendment to a Prospectus which affects the Sales Charge, Dealer Allowance, waivers or discounts
shall not affect the Sales Charge, Dealer Allowance, discounts or waivers with respect to sales on
which orders have been accepted by us prior to the date of notice of such amendment. Your
placement of an order for Shares of a Fund or Class after the date of any notice of such amendment
shall conclusively evidence your agreement to be bound thereby. You also acknowledge that the
amounts charged to the public for Shares of a Fund or Class may include such transaction fees
(“Transaction Fees”) as may be described in the relevant Prospectus and SAI. Xxxxxxx Sachs
shall make a reasonable effort to notify you of any redetermination or suspension of the public
offering price, but Xxxxxxx Xxxxx shall be under no liability for failure to do so. Reduced Sales
Charges may also be available as a result of a cumulative discount or pursuant to a statement of
intent as set forth in the Prospectus. You agree to advise us promptly as to the amounts of any
sales made by you to the public qualifying for reduced Sales Charges.
(c) You agree to buy Shares of the Funds for purchase by your customers only through us and
not from any other sources and to tender Shares of the Funds for repurchase only to us, as the
Trust’s redemption agent or to the Trust itself and not to any other purchasers. (You understand
that we shall have no obligation to sell Shares of any Fund to you at such times as we are not
acting as distributor for such Fund). You agree to purchase Shares of the Funds from us only to
cover purchase orders already received from your customers, or for your own bona fide investment.
You will not withhold placing with us orders received from your customers so as to profit yourself
as a result of such withholding.
All orders for Shares of the Funds are subject to acceptance or rejection by Xxxxxxx Sachs or
the Trust in the sole discretion of either. No conditional orders will be accepted.
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(d) In purchasing Shares of a Fund through us, you shall rely solely on the representations
contained in the Prospectus and SAI relating to such Fund, as most recently amended, and in the
registration statement on Form N-2 relating to the Shares, including all exhibits, as of the
effective date of the most recent post-effective amendment thereto (the “Registration
Statement”). You will not furnish to any person any information relating to the Shares of any
Fund, the Trust or us that is inconsistent with information contained in the relevant Prospectus,
SAI and Registration Statement, or any printed information issued by any Fund or us as information
supplemental to such Prospectuses and SAIs; and you will not publish or use any other advertising
or sales material relating to any Fund or us without our prior written consent (but,
notwithstanding such consent, you shall remain solely responsible for any advertising or sales
material you prepare). You agree to indemnify and hold us harmless against any liabilities
(including costs of investigation and defense) to which we may become subject in respect of any
such information, advertising or sales material that is furnished to any person, published or used
without our prior written consent.
(e) In all sales of Shares of the Funds to the public, you shall act as dealer for your own
account, whether as agent or principal. In connection with the transmission of purchase, tender
for repurchase, redemption, exchange, and/or transfer requests placed by customers, you are
authorized to receive such orders from customers on the Trusts’ behalf and will follow the
procedures as agreed between the parties from time to time. Subject to your compliance with those
procedures, the Authorized Dealer will be considered a limited agent for Xxxxxxx Xxxxx and the
Trusts solely for the purpose of receiving such orders. All other services provided by the
Authorized Dealer will be provided by the Authorized Dealer either as an independent contractor or
as agent for its customers and not as agent for the Trusts, Xxxxxxx Sachs or any of their
affiliates. You agree that neither the Distributor nor any Fund nor any of their agents shall have
any responsibility or liability to review any purchase, tender for repurchase, redemption,
exchange, and/or transfer request which is presented by the Authorized Dealer (A) to determine
whether such request is genuine or authorized by the customer of the Authorized Dealer; or (B) to
determine the suitability of the selected Class or Fund for such customer. The Distributor, each
Fund and their agents shall be entitled to rely conclusively on any purchase, tender for
repurchase, redemption, exchange, and/or transfer request communicated to any of them by the
Authorized Dealer, and shall have no liability whatsoever for any losses, claims or damages to or
against the Authorized Dealer or any customer resulting from a failure of the Authorized Dealer to
transmit any such request, or from any errors contained in any request. Any such failure or error
shall be the responsibility of the Authorized Dealer. The Distributor and the Authorized Dealer
agree that the procedures for the purchase, tender for repurchase, redemption, exchange, and/or
transfer of Shares, including all relevant time and notification requirements, specified in the
then-effective prospectuses, Repurchase Offer Notice or as communicated to the Authorized Dealer by
the Fund or the Distributor, shall govern the purchase, tender for repurchase, redemption,
exchange, and/or transfer of Shares for the accounts of the Authorized Dealer’s customers.
(f) You agree that we shall have full authority to act upon your express instructions to
repurchase or exchange Shares of the Funds on behalf of your customers under the terms and
conditions provided in the Prospectus and the SAI for the relevant Fund or Class. You agree to
indemnify and hold us harmless against any liabilities (including costs of investigation and
defense) to which we may become subject as a result of any action taken with respect to
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repurchases or exchanges upon your express instructions.
(h) You acknowledge and understand that Shares of the Funds will not be listed for trading on
any national securities exchange and though the Trusts intend to make periodic repurchases of a
portion of Funds Shares, the Shares should be considered to be illiquid and not readily marketable.
ANY REPRESENTATION AS TO A REPURCHASE OFFER OR A TENDER OFFER BY A TRUST, OTHER THAN THAT WHICH IS
SET FORTH IN ITS THEN CURRENT PROSPECTUS OR THE REPURCHASE OFFER NOTICE, IS EXPRESSLY PROHIBITED.
(i) The names and addresses and other information concerning your customers are and shall
remain your sole property, and neither we nor our affiliates shall use such names, addresses or
other information for any purpose except in connection with the performance of our duties and
responsibilities hereunder and except for servicing and informational mailings relating to the
Funds. Notwithstanding the foregoing, this paragraph 1(g) shall not prohibit us or any of our
affiliates from utilizing for any purpose the names, addresses or other information concerning any
of your customers if such names, addresses or other information are obtained in any manner other
than from you pursuant to this Agreement. The provisions of this paragraph 1(g) shall survive the
termination of this Agreement.
2. Orders and Payment for Shares. (a) Upon receipt from you of any order to purchase
Shares of any Fund and, if a new account, an account information form, we shall confirm receipt of
such order to you in writing or by wire to be followed by a confirmation in writing. Additional
instructions may be forwarded to you from time to time.
Payment for Shares of any Class ordered from us, in the amount of the then-current public
offering price of Shares of such Class as determined in accordance with the terms of the applicable
Prospectus, shall be made in federal funds or by check or bank wire and must be received by the
Trust’s agent, Boston Financial Data Services, Inc., X.X. Xxx 000000, Xxxxxx Xxxx, XX 00000-0000,
within three business days or such other settlement period as may then be required by Rule 15c6-1
under the Securities Exchange Act of 1934 (the “Required Settlement Period”).
(b) If payment is not received within the Required Settlement Period after the execution of
any order by or through you, Xxxxxxx Xxxxx reserves the right, without any notice, to cancel the
sale and to hold you responsible for any loss, including loss of profits, suffered by Xxxxxxx Sachs
or by a Trust resulting from such failure.
3. Compensation. (a)(i) When you sell Shares of a Fund, you will be entitled to
receive that portion of the Sales Charge, if any, and any other compensation, that may apply to
such Fund and Class and that is allocated to Authorized Dealers as set forth in the applicable
Prospectus or in any notice in writing from us, in connection with purchases of such Shares
effected to or through you. You acknowledge that such Prospectus or writing may set forth a
description of waivers or reductions of the Sales Charge in certain cases and you hereby agree to
inform us if any such waiver or reduction is applicable to an order placed through you and waive
such portion of the Sales Charge otherwise allocable to you. We will remit or cause to be remitted
to you or to an account you shall designate, that portion of the Sales Charge, if any, to
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which you are entitled and not yet paid to you, after deduction of the portion allocated to
us. With respect to Shares subject to any deferred sales charge or early withdrawal fee, you shall
be entitled at the time of sales of such Shares to compensation specified in the applicable
Prospectus or in any notice in writing from us but shall not be entitled to any portion of the
Sales Charge paid at the time of redemption or repurchase of such Shares. You shall not be
entitled to any portion of a Sales Charge or other compensation until payment for the Shares has
been received as contemplated by Section 2.
(ii) We will pay to you a portion, to be agreed between us from time to time (determined based
on the net assets of the relevant Fund attributable to Shares owned by your customers), of the fees
payable to us pursuant to a Service Plan adopted by a Fund. Such fees may be paid for personal and
account maintenance services which include, but are not limited to, responding to inquiries of, and
furnishing assistance to, shareholders regarding their ownership of Shares of a Fund or their
accounts or the provision of other services not otherwise provided by or on behalf of the Funds.
In determining the amount of any commission payable to you, we reserve the right to exclude
any sales which we reasonably determine are not made in accordance with the terms of the applicable
Fund’s Prospectus and the provisions of this Agreement.
(b) Notwithstanding the provisions of paragraph (a), if any Shares sold to you under the
terms of this Agreement are tendered for redemption or repurchase within seven business days after
the date of our confirmation of the original purchase by you, it is agreed that you shall forfeit
your right to any compensation with respect to such Shares. We shall notify you of any such
redemption or repurchase within ten business days from the date on which the request for redemption
or repurchase is delivered to us or to the relevant Fund, and you shall immediately refund to us
any compensation allowed or paid in connection with such sale.
(c) If requested by any customer, you shall provide the information regarding each Class
offered by a Fund as contemplated by the applicable Prospectus, whether or not you offer such Class
to your customers. In the event that you offer more than one Class of a Fund to your customers,
you shall act in good faith in advising your customers as to the relative advantages of each Class
offered through you and as to the availability of any waivers or reductions in Sales Charges.
4. Blue Sky and Other Qualifications.
(a) Upon application by you, we shall inform you as to any advice received by us from counsel
concerning the jurisdictions in which the Shares of the Funds or any Class thereof have been
qualified for offer or sale or are exempt under the securities or Blue Sky laws of such
jurisdictions, but we shall not be responsible for qualifying the Trust or the Shares of its Funds
or any Class thereof for sale in any jurisdiction or for the issuance, form, validity,
enforceability or value of Shares of any Fund or any Class thereof; and we assume no obligation or
responsibility as to your right to offer or sell Shares of any Fund or any Class thereof in any
jurisdiction. You shall be responsible for such qualification, if necessary, required under the
securities or Blue Sky laws of all jurisdictions relating to your ability to lawfully act as an
Authorized Dealer (collectively, “Broker-Dealer Qualification Laws”). You will indemnify
and
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hold us harmless against any liabilities (including costs of investigation and defense) to
which we may become subject insofar as such liabilities arise out of or are based upon any
violation of any Broker-Dealer Qualification Law.
(b) Each order that you submit to us for the purchase of Shares of any Fund shall identify
the state or states of residence of the customers who will be the beneficial owners of such Shares.
If the sale of Shares of such Fund to customers in a particular state would cause the total number
of Shares of such Fund sold in such state to exceed the number of Shares of such Fund that had been
registered in such state, we will have no obligation to sell such Shares to you or to your
customer. You will indemnify and hold us harmless against any liabilities (including costs of
investigation and defense) to which we may become subject as a result of any misrepresentation as
to the state of residence of customers for whom you purchase Shares.
5. Anti-Money Laundering. You and your agents are required either by law,
regulation or order, or as a matter of good practice, to operate policies and procedures for the
purpose of guarding against money laundering activities. Among other matters, those policies and
procedures include the identification of customers and the source of moneys provided by customers,
the identification of “suspicious transactions” and the adoption of anti-money laundering programs.
As a consequence, you hereby agree that you will identify your customers underlying each
transaction and the source of the moneys used for each transaction, and will identify whether such
transactions are “suspicious transactions.” In addition, you hereby agree that you will fully
comply with all applicable anti-money laundering laws, regulations and orders, as now or hereafter
in force. Without limiting the generality of the foregoing, you agree that in respect of each
order for the purchase of Shares placed by or on behalf of your customers: (a) you have obtained
recent evidence satisfactory in nature to establish the identity of each customer and/or principal
to the transaction and the beneficial owner(s) of the Shares so purchased; (b) such evidence will
be reported by you, as required, to the appropriate regulatory authorities and, on request will be
made available to us or to our agents for regulatory purposes; and (c) you will identify any
suspicious transaction to us.
6. Representations, Warranties and Undertakings. You represent and warrant to and
undertake that:
(a) You are a corporation, partnership or other entity duly organized and validly existing in
good standing under the laws of the jurisdiction in which you are organized, and are qualified to
act as a broker-dealer in the states or other jurisdictions in which you transact business.
(b) The execution and delivery of this Agreement and the performance of the transactions
contemplated hereby have been duly authorized by all necessary action and all other authorizations
and approvals (if any) required for your lawful execution and delivery of this Agreement and your
performance hereunder have been obtained.
(c) Upon execution and delivery by you, and assuming due and valid execution by us, this
Agreement will constitute a valid and binding agreement, enforceable against you in accordance with
its terms.
(d) You are familiar with Rule 15c2-8 under the Securities Exchange Act of 1934 (the
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“Exchange Act”), Section 4(3) of the Securities Act of 1933 (the “Securities
Act”) and Section 24(d) of the Investment Company Act relating to the distribution and delivery
of preliminary and final prospectuses and agree that you will comply therewith and that you will
deliver a prospectus and any supplements to all customers for whom you accept an order for purchase
of Shares. You agree to promptly deliver to any purchaser whose Shares you are holding as record
holder any prospectus supplements, copies of the annual and interim reports and proxy solicitation
or other materials relating to the Shares. In connection with a repurchase offer for Shares of a
Fund, you agree to deliver promptly or cause to be delivered promptly to each person to whom any
such offer is made, a copy of the Repurchase Offer Notice. You agree to make reasonable efforts to
endeavor to obtain proxies from such purchasers whose Shares you are holding as record holder.
Additional copies of the Prospectuses, SAIs, annual or interim reports, proxy solicitation
materials and Repurchase Offer Notice of the Trust will be supplied to you as you reasonably
request. You further agree to promptly transmit repurchase requests from your customers to the
Fund or its transfer agent or other designee.
Upon your receipt from a customer of an order for the purchase of Shares of any Fund, you
shall send to the customer a written confirmation of the transaction that satisfies the
requirements of Rule 10b-10 under the Exchange Act. In addition, upon our receipt of payment for
Shares of any Fund ordered from us through or by you, we shall send to the customer a written
confirmation of such transaction; provided, however, that we shall not send such confirmation to
the customer in such cases where you are the record owner of such Shares or where we have agreed
with you that we shall not send such confirmation to the customer.
(e) You will obtain from each customer to whom you sell Shares of any Fund any taxpayer
identification number certification required under Section 3406 of the Internal Revenue Code of
1954, as amended (the “Code”), and the regulations promulgated thereunder.
(f) You are a member in good standing of the Financial Industry Regulatory Authority (the
“FINRA”) or, if you are not such a member, you are a foreign bank or a dealer or
institution not eligible for membership in the FINRA which agrees to make no sales within the
United States, its territories or its possessions or to persons who are citizens thereof or
residents therein, and in making other sales to comply, as though you were a member of FINRA, with
the provisions of Sections 2730, IM-2730, 2740, IM-2740, 2750 and IM-2750 of the Conduct Rules of
the National Association of Securities Dealers, Inc. and with Section 2420 thereof as that Section
applies to a non-FINRA member broker or dealer in a foreign country.
(g) You agree that you will maintain the registrations, qualifications and memberships
referred to in paragraphs (a) and (f) in good standing and in full force and effect throughout the
term of this Agreement.
(h) You undertake to comply with respect to your offering of Shares of the Funds to
the public pursuant to this Agreement with all applicable provisions of the Securities Act,
the Exchange Act and the Investment Company Act and the rules and regulations thereunder and
with the applicable rules of FINRA, and you will indemnify and hold us
harmless against any liabilities (including costs of investigation and defense) to
which we become subject in respect of your breach of this Section 6.
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(i) You covenant and agree that you will only offer or sell Shares of the Funds to
“U.S. persons” and that all offering or other solicitation activities in which you engage
shall be conducted by you or any of your agents solely within the “United States”, in each
case as defined in Rule 902 promulgated under the Securities Act of 1933, as amended. In
addition, you covenant and agree that you shall have received and shall maintain duly
executed and completed Internal Revenue Service Form W-9’s for each one of your customers
and shall update such Form W-9’s as may be required by law.
7. Termination. Either party to this Agreement may cancel this Agreement at any time
by 30 days’ prior written notice to the other party. Such cancellation shall be effective upon
receipt of such notice. In addition, this Agreement shall terminate automatically upon its
attempted assignment or upon: (i) the happening of any event that terminates any Trust’s
Distribution Agreement with us; (ii) termination or suspension of Authorized Dealer’s registration
with the SEC; (iii) termination or suspension of Authorized Dealer’s membership with FINRA; or (iv)
termination or suspension of Authorized Dealer’s license to do business by any state or other
jurisdiction. You agree to notify us promptly in writing of any such action or event.
8. Representations to Survive. The agreements, representations, warranties and other
statements set forth in or made pursuant to this Agreement will remain in full force and effect, to
the extent permitted by applicable law, regardless of any investigation made by or on behalf of us
or any Authorized Dealer. The provisions of Sections 1(d), 1(f), 1(g), 2(b), 3(b), 4, 5, 6 and 8
of this Agreement shall survive the offer and sale of the Shares of the Funds, to the extent
permitted by applicable law, and the termination or cancellation of this Agreement.
9. No Association or Agency. Nothing herein contained shall be considered to
establish an exclusive arrangement or constitute us partners with you or with any other Authorized
Dealer. We and you hereby elect to be excluded from the application of Subchapter K, Chapter 1,
Subtitle A of the Code and agree not to take any position inconsistent with that election.
Except as provided in Section 1(e), neither party hereto shall be, act as, or represent itself
as, the agent or representative of the other, nor shall either party have the right or authority to
assume, create or incur any liability or any obligation of any kind, express or implied, against or
in the name of, or on behalf of, the other party. This Agreement is not intended to, and shall
not, create any rights against either party hereto by any third party solely on account of this
Agreement. Neither party hereto shall use the name of the other party in any manner without the
other party’s prior written consent, except as required by any applicable federal or state law,
rule or regulation, and except pursuant to any promotional programs mutually agreed upon in writing
by the parties hereto.
10. Notices. Notices hereunder shall be deemed to have been duly given if delivered
by hand or facsimile (a) if to you, at your address or facsimile number set forth below and (b) if
to us, to Xxxxxxx, Xxxxx & Co., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Registration Department (Distributor, Xxxxxxx Sachs Funds) or, in each case, such other address as
may be notified to the other party.
11. Amendments. We may modify this Agreement at any time by written notice to you.
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The first order placed by you subsequent to the giving of such notice shall be deemed acceptance by
you of the modification described in such notice.
12. Applicable Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without giving effect to principles of conflicts of laws.
13. Arbitration. Any controversy or claim arising out of or relating to this
Agreement, or any breach thereof, shall be settled by arbitration in accordance with the Rules of
the New York Stock Exchange, Inc. Such arbitration shall be commenced within one year after the
cause of action forming the basis of the controversy or claim accrued. The arbitration shall be
conducted in New York, New York before three arbitrators, all of whom shall be from the securities
industry. Judgment upon the award rendered by the arbitrators may be entered in any court having
jurisdiction thereof.
14. Important Information. In accordance with government regulations, financial
institutions are required to obtain, verify, and record information that identifies each person or
entity that opens an account. When the Authorized Dealer opens an account, the Trust will ask for
your name, address, identification number and other information that will allow us to identify the
customer. The Trust may also ask to see government-issued identifying documents.
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Please confirm your agreement by signing and returning to us the two enclosed duplicate copies
of this Agreement. Upon our acceptance hereof, the Agreement shall constitute a valid and binding
contract between us. After our acceptance, we will deliver to you one fully executed copy of this
Agreement.
| Very truly yours, | ||||||||
| Xxxxxxx, Sachs & Co. | ||||||||
| Confirmed: , 2009 | ||||||||
| (Name of Authorized Dealer) |
(Identify whether self-clearing or agency | |||||||
| used for clearing purposes) | ||||||||
By |
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| Printed name of person signing |
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| Title of person signing |
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| Street Address |
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| Fax No. |
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| Telephone No. |
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| Email Address |
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| Firm Taxpayer Identification No. |
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| Marketing Contact |
Address for contact, if different from above | |||||||
| Operations Contact |
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| Compliance Officer |
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SCHEDULE A
| Trust | Share Class | |
Xxxxxxx Xxxxx Credit Strategies Fund
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Common Shares |
