Form of DISTRIBUTION AGREEMENTDistribution Agreement • September 13th, 2023 • MBC Total Private Markets Access Fund • Ohio
This Distribution Agreement (this “Agreement”), dated [Date], is made by and among MBC Total Private Markets Access Fund, a/an [State and type of entity] (the “Fund”), Seneca Management, LLC, a Colorado limited liability company (the “Advisor”), and Ultimus Fund Distributors, LLC, a limited liability company organized under the laws of the state of Ohio (“Distributor”).
Form of SELLING AGREEMENTSelling Agreement • September 13th, 2023 • MBC Total Private Markets Access Fund • Nebraska
Ultimus Fund Distributors, LLC (the “Distributor”) serves as the principal underwriter of <Fund Names> (the “Fund”) a closed-end investment company, shares of which are distributed by Distributor at their respective net asset values plus sales charges as applicable, pursuant to a written agreement (the “Distribution Agreement”). Distributor invites you (the “Company”) to participate as a non-exclusive agent in the distribution of shares of the Fund that are covered under the Distribution Agreement upon the following terms and conditions:
Form of MASTER SERVICES AGREEMENTMaster Services Agreement • September 13th, 2023 • MBC Total Private Markets Access Fund • Ohio
This Master Services Agreement (this “Agreement”), dated [Date], is between MBC Total Private Markets Access Fund (the “Fund”), [a/an [state] statutory trust], and Ultimus Fund Solutions, LLC (“Ultimus”), a limited liability company organized under the laws of the state of Ohio.
MBC TOTAL PRIVATE MARKETS ACCESS FUND FORM OF INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • September 13th, 2023 • MBC Total Private Markets Access Fund • Delaware
This INVESTMENT ADVISORY AGREEMENT (the “Advisory Agreement”), dated as of _______, 2023, is between (i) MBC Total Private Markets Access Fund, a Delaware statutory trust (the “Fund”), and (ii) Seneca Management, LLC, a Colorado limited liability company (the “Adviser”).
FORM OF EXPENSE LIMITATION AGREEMENT MBC TOTAL PRIVATE MARKETS ACCESS FUNDExpense Limitation Agreement • September 13th, 2023 • MBC Total Private Markets Access Fund
This Agreement will be governed by, construed under and interpreted and enforced in accordance with the laws of the state of New York, without regard to principles of conflicts of laws of any jurisdiction to the contrary and the applicable provisions of the Investment Company Act of 1940, as amended (the “1940 Act”), if any. The parties unconditionally and irrevocably consent to the exclusive jurisdiction of the courts located in the State of New York and waive any objection with respect thereto, for the purpose of any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
MBC TOTAL PRIVATE MARKETS ACCESS FUND FORM OF INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • September 13th, 2023 • MBC Total Private Markets Access Fund • Delaware
This INVESTMENT SUB-ADVISORY AGREEMENT (the “Sub-Advisory Agreement”), dated as of _______, 2023, is between (i) MidOcean Credit Fund Management, LP, a Delaware limited partnership (the “Sub-Adviser”), and (ii) Seneca Management, LLC, a Colorado limited liability company (the “Adviser”), and (iii) MBC Total Private Markets Access Fund, a Delaware statutory trust (the “Fund”).
