Common use of Description of Offerings Clause in Contracts

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Fund and the Manager on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and the Manager have determined the maximum amount of the Shares to be sold by the Manager for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined below). Subject to the terms and conditions hereof, the Dealer shall use its reasonable efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined below). The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer sells such Shares. (b) Notwithstanding the foregoing, the Manager may instruct the Dealer by telephone (confirmed promptly by telecopy) not to sell the Shares if such sales cannot be effected at or above a price agreed to by the Fund and the Manager with respect to such Shares. In addition, the Manager may, upon notice to the Dealer by telephone (confirmed promptly by telecopy), suspend the offering of the Shares; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the Dealer, as a sub-placement agent of the Manager for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission with respect to the Shares sold, multiplied by the Gross Sales Proceeds, as further described in the Addendum to this Agreement. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Manager for such Shares (the “Net Proceeds”). (e) The Dealer shall provide written confirmation to the Manager following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price per Share, the Net Proceeds, and the compensation payable by the Manager to the Dealer with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the third business day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Dealer for settlement on such date shall be delivered by the Manager to the Dealer against payment of the Net Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares to the Dealer’s account at The Depository Trust Company in return for payments in same day funds delivered to the account designated by the Manager. If the Manager shall default on its obligation to deliver the Shares on any Settlement Date, the Manager shall (A) hold the Dealer harmless against any loss, claim or damage arising from or as a result of such default by the Manager and (B) pay the Dealer any commission to which it would otherwise be entitled absent such default. If the Dealer breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the Manager, the Dealer will pay the Manager interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the Offering, the Manager shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request no more than once per calendar quarter relating to authorization, capacity, enforceability and compliance matters.

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Fund and the Manager on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and the Manager have determined the maximum amount of the Shares to be sold by the Manager for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined below). Subject to the terms and conditions hereof, the Dealer shall use its reasonable efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined below). The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer sells such Shares. (b) Notwithstanding the foregoing, the Manager may instruct the Dealer by telephone (confirmed promptly by telecopy) not to sell the Shares if such sales cannot be effected at or above a price agreed to by the Fund and the Manager with respect to such Shares. In addition, the Manager may, upon notice to the Dealer by telephone (confirmed promptly by telecopy), suspend the offering of the Shares; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the Dealer, as a sub-placement agent of the Manager for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission with respect to the Shares sold, multiplied by the Gross Sales Proceeds, as further described in the Addendum to this Agreement. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Manager for such Shares (the “Net Proceeds”). (e) The Dealer shall provide written confirmation to the Manager following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price per Share, the Net Proceeds, and the compensation payable by the Manager to the Dealer with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the third second business day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Dealer for settlement on such date shall be delivered by the Manager to the Dealer against payment of the Net Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares to the Dealer’s account at The Depository Trust Company in return for payments in same day funds delivered to the account designated by the Manager. If the Manager shall default on its obligation to deliver the Shares on any Settlement Date, the Manager shall (A) hold the Dealer harmless against any loss, claim or damage arising from or as a result of such default by the Manager and (B) pay the Dealer any commission to which it would otherwise be entitled absent such default. If the Dealer breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the Manager, the Dealer will pay the Manager interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the Offering, the Manager shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request no more than once per calendar quarter relating to authorization, capacity, enforceability and compliance matters.

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Fund and the Manager Distributor on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and the Manager Distributor have determined the maximum amount of the Shares to be sold by the Manager Distributor for any Offering Date, the Manager Distributor shall advise the Dealer Agent of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined below). Subject to the terms and conditions hereof, the Dealer Agent shall use its reasonable best efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined below). The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer Agent sells such Shares. (b) Notwithstanding the foregoing, the Manager Distributor may instruct the Dealer Agent by telephone (confirmed promptly by e-mail or telecopy) not to sell the Shares if such sales cannot be effected at or above a price agreed to by the Fund and the Manager Distributor with respect to such Shares. In addition, the Manager Distributor may, upon notice to the Dealer Agent by telephone (confirmed promptly by e-mail or telecopy), suspend the offering of the SharesShares at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer Agent agrees not to make any sales of the Shares on behalf of the Manager Distributor pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the DealerAgent, as a sub-placement agent of the Manager Distributor for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission with respect to the Shares sold, multiplied by the Gross Sales Proceeds, as further described in the Addendum to this Sub-Placement Agent Agreement (the “Agreement”). The remaining proceeds, after further deduction Agent shall not be responsible for any transaction fees imposed by any governmental or self-regulatory organization on the Fund or the Distributor in respect of such sales. The compensation to the Distributor, as manager of registered at-the-market offerings by the Fund, for each sale of the Shares pursuant to this Section 1, before any fees imposed by any governmental or self-regulatory organization on the Fund or the Distributor in respect of such sales, shall constitute be the net proceeds Distributor Retention with respect to the Manager for such Shares (sold, multiplied by the “Net Gross Sales Proceeds”), as further described in the Addendum to this Agreement. (e) The Dealer Agent shall provide written confirmation to the Manager Distributor following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price per Share, the Net Proceedscompensation payable to the Distributor with respect to such sales, and the compensation payable by the Manager Distributor to the Dealer Agent with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the third second business day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Dealer Agent for settlement on such date shall be delivered by the Manager Distributor to the Dealer Agent against payment of the Net Gross Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares to the DealerAgent’s account at The Depository Trust Company in return for payments in same day funds delivered to the account designated by the ManagerDistributor. If the Manager Distributor shall default on its obligation to deliver the Shares on any Settlement Date, subject to the Manager terms of Section 4 herein, the Distributor shall (A) hold the Dealer Agent harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Manager Distributor and (B) pay the Dealer Agent any commission to which it would otherwise be entitled absent such default. If the Dealer Agent breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the ManagerDistributor, the Dealer Agent will pay the Manager Distributor interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the OfferingOfferings, the Manager Distributor shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request Agent, no more than once per calendar quarter quarter, (i) a certificate signed by the Chief Executive Officer, the Chief Legal Officer, the Chief Administrative Officer, the Treasurer, the President, a Director or a Senior Vice President of the Distributor to the effect that (A) the representations and warranties of the Distributor in this Agreement are true and correct with the same force and effect as though expressly made at and as of the date thereof and the Distributor has performed or complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the date thereof, (B) to their knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or threatened by the Securities and Exchange Commission (the “Commission”) and (C) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any material adverse change or development involving a prospective material adverse change to the business, properties, financial condition or results of operations of the Fund; (ii) a certificate signed by the Secretary or Assistant Secretary of the Distributor relating to authorization, capacity, enforceability capacity and compliance incumbency matters; and (iii) such other certificates and documents related to the Offerings at the Agent’s reasonable request.

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Fund and the Manager Distributor on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and the Manager Distributor have determined the maximum amount of the Shares to be sold by the Manager Distributor for any Offering Date, the Manager Distributor shall advise the Dealer Agent of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined below). Subject to the terms and conditions hereof, the Dealer Agent shall use its reasonable best efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined below). The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer Agent sells such Shares. (b) Notwithstanding the foregoing, the Manager Distributor may instruct the Dealer Agent by telephone (confirmed promptly by e-mail or telecopy) not to sell the Shares if such sales cannot be effected at or above a price agreed to by the Fund and the Manager Distributor with respect to such Shares. In addition, the Manager Distributor may, upon notice to the Dealer Agent by telephone (confirmed promptly by e-mail or telecopy), suspend the offering of the SharesShares at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer Agent agrees not to make any sales of the Shares on behalf of the Manager Distributor pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the DealerAgent, as a sub-placement agent of the Manager Distributor for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission with respect to the Shares sold, multiplied by the Gross Sales Proceeds, as further described in the Addendum to this Sub-Placement Agent Agreement (the “Agreement”). The remaining proceeds, after further deduction Agent shall not be responsible for any transaction fees imposed by any governmental or self-regulatory organization on the Fund or the Distributor in respect of such sales. The compensation to the Distributor, as manager of registered at-the-market offerings by the Fund, for each sale of the Shares pursuant to this Section 1, before any fees imposed by any governmental or self-regulatory organization on the Fund or the Distributor in respect of such sales, shall constitute be the net proceeds Distributor Retention with respect to the Manager for such Shares (sold, multiplied by the “Net Gross Sales Proceeds”), as further described in the Addendum to this Agreement. (e) The Dealer Agent shall provide written confirmation to the Manager Distributor following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price per Share, the Net Proceedscompensation payable to the Distributor with respect to such sales, and the compensation payable by the Manager Distributor to the Dealer Agent with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the third business day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Dealer Agent for settlement on such date shall be delivered by the Manager Distributor to the Dealer Agent against payment of the Net Gross Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares to the DealerAgent’s account at The Depository Trust Company in return for payments in same day funds delivered to the account designated by the ManagerDistributor. If the Manager Distributor shall default on its obligation to deliver the Shares on any Settlement Date, subject to the Manager terms of Section 4 herein, the Distributor shall (A) hold the Dealer Agent harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Manager Distributor and (B) pay the Dealer Agent any commission to which it would otherwise be entitled absent such default. If the Dealer Agent breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the ManagerDistributor, the Dealer Agent will pay the Manager Distributor interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the OfferingOfferings, the Manager Distributor shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request Agent, no more than once per calendar quarter quarter, (i) a certificate signed by the Chief Executive Officer, the Chief Legal Officer, the Chief Administrative Officer, the Treasurer, the President, a Director or a Senior Vice President of the Distributor to the effect that (A) the representations and warranties of the Distributor in this Agreement are true and correct with the same force and effect as though expressly made at and as of the date thereof and the Distributor has performed or complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the date thereof, (B) to their knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or threatened by the Securities and Exchange Commission (the “Commission”) and (C) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any material adverse change or development involving a prospective material adverse change to the business, properties, financial condition or results of operations of the Fund; (ii) a certificate signed by the Secretary or Assistant Secretary of the Distributor relating to authorization, capacity, enforceability capacity and compliance incumbency matters; and (iii) such other certificates and documents related to the Offerings at the Agent’s reasonable request.

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Fund and the Manager on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and the Manager have determined the maximum amount of the Shares to be sold by the Manager for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined below). Subject to the terms and conditions hereof, the Dealer shall use its reasonable efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined below). The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer sells such Shares. (b) Notwithstanding the foregoing, the Manager may instruct the Dealer by telephone (confirmed promptly by telecopy) not to sell the Shares if such sales cannot be effected at or above a price agreed to by the Fund and the Manager with respect to such Shares. In addition, the Manager may, upon notice to the Dealer by telephone (confirmed promptly by telecopy), suspend the offering of the Shares; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the Dealer, as a sub-placement agent of the Manager for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission with respect to the Shares sold, multiplied by the Gross Sales Proceeds, as further described in the Addendum to this Agreement. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Manager for such Shares (the “Net Proceeds”). (e) The Dealer shall provide written confirmation to the Manager following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price per Share, the Net Proceeds, and the compensation payable by the Manager to the Dealer with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the third business day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Dealer for settlement on such date shall be delivered by the Manager to the Dealer against payment of the Net Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares to the Dealer’s account at The Depository Trust Company in return for payments in same day funds delivered to the account designated by the Manager. If the Manager shall default on its obligation to deliver the Shares on any Settlement Date, the Manager shall (A) hold the Dealer harmless against any loss, claim or damage arising from or as a result of such default by the Manager and (B) pay the Dealer any commission to which it would otherwise be entitled absent such default. If the Dealer breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the Manager, the Dealer will pay the Manager interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the OfferingOfferings, the Manager shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request Dealer, no more than once per calendar quarter quarter, (i) a certificate signed by the Chief Executive Officer, the Chief Legal Officer, the Chief Administrative Officer, the Treasurer, the President, a Director or a Senior Vice President of the Manager to the effect that (A) the representations and warranties of the Manager in this Agreement are true and correct with the same force and effect as though expressly made at and as of the date thereof and the Manager has performed or complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the date thereof, (B) to their knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or threatened by the Securities and Exchange Commission (the “Commission”) and (C) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any material adverse change or development involving a prospective material adverse change to the business, properties, financial condition or results of operations of the Fund; (ii) a certificate signed by the Secretary or Assistant Secretary of the Manager relating to authorization, capacity, enforceability capacity and compliance incumbency matters; and (iii) such other certificates and documents related to the Offerings at the Dealer’s reasonable request.

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Fund and the Manager Distributor on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and the Manager Distributor have determined the maximum amount of the Shares to be sold by the Manager Distributor for any Offering Date, the Manager Distributor shall advise the Dealer Agent of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined below). Subject to the terms and conditions hereof, the Dealer Agent shall use its reasonable best efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined below). The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer Agent sells such Shares. (b) Notwithstanding the foregoing, the Manager Distributor may instruct the Dealer Agent by telephone (confirmed promptly by e-mail or telecopy) not to sell the Shares if such sales cannot be effected at or above a price agreed to by the Fund and the Manager Distributor with respect to such Shares. In addition, the Manager Distributor may, upon notice to the Dealer Agent by telephone (confirmed promptly by e-mail or telecopy), suspend the offering of the SharesShares at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer Agent agrees not to make any sales of the Shares on behalf of the Manager Distributor pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the DealerAgent, as a sub-placement agent of the Manager Distributor for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission with respect to the Shares sold, multiplied by the Gross Sales Proceeds, as further described in the Addendum to this Sub-Placement Agent Agreement (the “Agreement”). The remaining proceeds, after further deduction Agent shall not be responsible for any transaction fees imposed by any governmental or self-regulatory organization on the Fund or the Distributor in respect of such sales. The compensation to the Distributor, as manager of registered at-the-market offerings by the Fund, for each sale of the Shares pursuant to this Section 1, before any fees imposed by any governmental or self-regulatory organization on the Fund or the Distributor in respect of such sales, shall constitute be the net proceeds Distributor Retention with respect to the Manager for such Shares (sold, multiplied by the “Net Gross Sales Proceeds”), as further described in the Addendum to this Agreement. (e) The Dealer Agent shall provide written confirmation to the Manager Distributor following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price per Share, the Net Proceedscompensation payable to the Distributor with respect to such sales, and the compensation payable by the Manager Distributor to the Dealer Agent with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 will occur in accordance with applicable law but not later than on the third first business day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Dealer Agent for settlement on such date shall be delivered by the Manager Distributor to the Dealer Agent against payment of the Net Gross Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares to the DealerAgent’s account at The Depository Trust Company in return for payments in same day funds delivered to the account designated by the ManagerDistributor. If the Manager Distributor shall default on its obligation to deliver the Shares on any Settlement Date, subject to the Manager terms of Section 4 herein, the Distributor shall (A) hold the Dealer Agent harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Manager Distributor and (B) pay the Dealer Agent any commission to which it would otherwise be entitled absent such default. If the Dealer Agent breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the ManagerDistributor, the Dealer Agent will pay the Manager Distributor interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the OfferingOfferings, the Manager Distributor shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request Agent, no more than once per calendar quarter quarter, (i) a certificate signed by the Chief Executive Officer, the Chief Legal Officer, the Chief Administrative Officer, the Treasurer, the President, a Director or a Senior Vice President of the Distributor to the effect that (A) the representations and warranties of the Distributor in this Agreement are true and correct with the same force and effect as though expressly made at and as of the date thereof and the Distributor has performed or complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the date thereof, (B) to their knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or threatened by the Securities and Exchange Commission (the “Commission”) and (C) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any material adverse change or development involving a prospective material adverse change to the business, properties, financial condition or results of operations of the Fund; (ii) a certificate signed by the Secretary or Assistant Secretary of the Distributor relating to authorization, capacity, enforceability capacity and compliance incumbency matters; and (iii) such other certificates and documents related to the Offerings at the Agent’s reasonable request.

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Fund and the Manager Distributor on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and the Manager Distributor have determined the maximum amount of the Shares to be sold by the Manager Distributor for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined below) (the “Maximum Daily Amount”), and the minimum price per Share below which the Shares may not be sold by the Agent on any Offering Date (the “Minimum Daily Price”), the Distributor shall advise the Agent of the Maximum Daily Amount and the Minimum Daily Price. Subject to the terms and conditions hereof, the Dealer Agent shall use its reasonable best efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined below)Prospectus; provided, however, that in no event shall the Agent sell Shares in excess of the Maximum Daily Amount or for a price per Share below the Minimum Daily Price. The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer Agent sells such Shares. (b) Notwithstanding the foregoing, the Manager Distributor or the Fund may instruct the Dealer Agent by telephone (confirmed promptly by e-mail or telecopy) of a revised Minimum Daily Price and/or a revised Maximum Daily Amount and the Agent shall not to sell the Shares if such sales cannot be effected at or above for a price agreed to by per Share below such revised Minimum Daily Price, or in a quantity in excess of such revised Maximum Daily Amount, after the Fund and the Manager with respect to giving of such Sharesnotice. In addition, the Manager Distributor or the Fund may, upon notice to the Dealer Agent by telephone (confirmed promptly by e-mail or telecopy), suspend the offering of the SharesShares at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer Agent agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”), will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the DealerAgent, as a sub-placement agent of the Manager for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission with respect to the Shares sold, multiplied by the Gross Sales ProceedsProceeds (the “Agent Compensation”), as further described in the Addendum to this Sub-Placement Agent Agreement (the “Agreement”). The remaining proceeds, after further deduction Agent shall not be responsible for any transaction fees imposed by any governmental or self-regulatory organization on the Fund or the Distributor in respect of such sales, shall constitute . The Distributor may pay the net proceeds Agent Compensation to the Manager for such Shares Agent, or may authorize the Agent to retain the Agent Compensation from the Gross Sales Proceeds. The Agent Compensation shall be payable solely out of the compensation the Distributor receives from the Fund pursuant to the Distribution Agreement (the “Net ProceedsRelated Compensation”). Notwithstanding anything to the contrary in any other provision of this Agreement (or, for the avoidance of doubt, in the Addendum hereto), the Distributor shall have no obligation to pay any portion of the Agent Compensation to the Agent, or authorize the retention by the Agent of any portion of the Agent Compensation from the Gross Sales Proceeds, until the Distributor receives at least an equivalent amount of Related Compensation, and the Distributor’s obligation to the Agent for the Agent Compensation is limited solely to amounts payable out of the Related Compensation. (e) The Dealer Agent shall provide written confirmation to the Manager Distributor following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price (as defined in the Addendum to this Agreement) per Share, the Net Proceeds, and the compensation payable by that the Manager to the Dealer Agent is owed with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the third second business day following the date on which such sales are made (each such day, a “Settlement Date”), unless otherwise agreed to in writing by the parties hereto. On each Settlement Date, the Shares sold through the Dealer Agent for settlement on such date shall be delivered by the Manager Distributor to the Dealer Agent against payment of the Net Gross Sales Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares to the DealerAgent’s account at The Depository Trust Company in return for payments in same day funds delivered to the account account(s) designated by the ManagerDistributor. If the Manager Distributor shall default on its obligation to deliver the Shares on any Settlement Date, subject to the Manager terms of Section 5 herein, the Distributor shall (A) hold the Dealer Agent harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Manager Distributor and (B) pay the Dealer Agent any commission to which it would otherwise be entitled absent such default. If the Dealer Agent breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the ManagerDistributor, subject to the terms of Section 5 herein, the Dealer will Agent shall (A) hold the Distributor harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Agent, (B) deliver such proceeds to the Distributor as soon as practicable and (C) pay the Manager Distributor interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the OfferingOfferings, the Manager shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request Distributor shall, no more than once per calendar quarter in which the Fund and the Distributor have requested, or anticipate requesting, that the Agent sell Shares pursuant to an Offering, provide to the Agent such certificates and other documents, in any case, as the Agent may reasonably request upon reasonable notice (but in no event upon notice of less than five business days) relating to authorization, capacity, enforceability and compliance matters. Any such certifications shall be made as of the end of the calendar quarter immediately preceding the calendar quarter in which such request by the Agent is made. (h) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor of any material non-confidential claim or complaint, any material enforcement action or other material proceeding by a regulatory authority with respect to the Fund, the Shares or the Offerings against or directed at or to the Agent or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Agent, within the meaning of Section 15 of the Securities Act. (i) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor of any examination by any regulatory agency or self-regulatory organization that has resulted in a material compliance deficiency in connection with the Offerings.

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Fund Trust and the Manager Distributor on any day (each, an “Offering Date”) that is a trading day for the exchange on which the FundTrust’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund Trust and the Manager Distributor have determined the maximum amount of the Shares to be sold by the Manager Distributor for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined below) (the “Maximum Daily Amount”), and the minimum price per Share below which the Shares may not be sold by the Agent on any Offering Date (the “Minimum Daily Price”), the Distributor shall advise the Agent of the Maximum Daily Amount and the Minimum Daily Price. Subject to the terms and conditions hereof, the Dealer Agent shall use its reasonable best efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined below)Prospectus; provided, however, that in no event shall the Agent sell Shares in excess of the Maximum Daily Amount or for a price per Share below the Minimum Daily Price. The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer Agent sells such Shares. (b) Notwithstanding the foregoing, the Manager Distributor or the Trust may instruct the Dealer Agent by telephone (confirmed promptly by e-mail or telecopy) of a revised Minimum Daily Price and/or a revised Maximum Daily Amount and the Agent shall not to sell the Shares if such sales cannot be effected at or above for a price agreed to by per Share below such revised Minimum Daily Price, or in a quantity in excess of such revised Maximum Daily Amount, after the Fund and the Manager with respect to giving of such Sharesnotice. In addition, the Manager Distributor or the Trust may, upon notice to the Dealer Agent by telephone (confirmed promptly by e-mail or telecopy), suspend the offering of the SharesShares at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer Agent agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”), will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the DealerAgent, as a sub-placement agent of the Manager for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission with respect to the Shares sold, multiplied by the Gross Sales ProceedsProceeds (the “Agent Compensation”), as further described in the Addendum to this Sub-Placement Agent Agreement (the “Agreement”). The remaining proceeds, after further deduction Agent shall not be responsible for any transaction fees imposed by any governmental or self-regulatory organization on the Trust or the Distributor in respect of such sales, shall constitute . The Distributor may pay the net proceeds Agent Compensation to the Manager for such Shares Agent, or may authorize the Agent to retain the Agent Compensation from the Gross Sales Proceeds. The Agent Compensation shall be payable solely out of the compensation the Distributor receives from the Trust pursuant to the Distribution Agreement (the “Net ProceedsRelated Compensation”). Notwithstanding anything to the contrary in any other provision of this Agreement (or, for the avoidance of doubt, in the Addendum hereto), the Distributor shall have no obligation to pay any portion of the Agent Compensation to the Agent, or authorize the retention by the Agent of any portion of the Agent Compensation from the Gross Sales Proceeds, until the Distributor receives at least an equivalent amount of Related Compensation, and the Distributor’s obligation to the Agent for the Agent Compensation is limited solely to amounts payable out of the Related Compensation. (e) The Dealer Agent shall provide written confirmation to the Manager Distributor following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price (as defined in the Addendum to this Agreement) per Share, the Net Proceeds, and the compensation payable by that the Manager to the Dealer Agent is owed with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the third second business day following the date on which such sales are made (each such day, a “Settlement Date”), unless otherwise agreed to in writing by the parties hereto. On each Settlement Date, the Shares sold through the Dealer Agent for settlement on such date shall be delivered by the Manager Distributor to the Dealer Agent against payment of the Net Gross Sales Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares to the DealerAgent’s account at The Depository Trust Company in return for payments in same day funds delivered to the account account(s) designated by the ManagerDistributor. If the Manager Distributor shall default on its obligation to deliver the Shares on any Settlement Date, subject to the Manager terms of Section 5 herein, the Distributor shall (A) hold the Dealer Agent harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Manager Distributor and (B) pay the Dealer Agent any commission to which it would otherwise be entitled absent such default. If the Dealer Agent breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the ManagerDistributor, subject to the terms of Section 5 herein, the Dealer will Agent shall (A) hold the Distributor harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Agent, (B) deliver such proceeds to the Distributor as soon as practicable and (C) pay the Manager Distributor interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the OfferingOfferings, the Manager shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request Distributor shall, no more than once per calendar quarter in which the Trust and the Distributor have requested, or anticipate requesting, that the Agent sell Shares pursuant to an Offering, provide to the Agent such certificates and other documents, in any case, as the Agent may reasonably request upon reasonable notice (but in no event upon notice of less than five business days) relating to authorization, capacity, enforceability and compliance matters. Any such certifications shall be made as of the end of the calendar quarter immediately preceding the calendar quarter in which such request by the Agent is made. (h) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor of any material non-confidential claim or complaint, any material enforcement action or other material proceeding by a regulatory authority with respect to the Trust, the Shares or the Offerings against or directed at or to the Agent or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Agent, within the meaning of Section 15 of the Securities Act. (i) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor of any examination by any regulatory agency or self-regulatory organization that has resulted in a material compliance deficiency in connection with the Offerings.

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to determined by the Fund and together with the Manager Distributor or the Agent on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and together with the Manager Distributor or the Agent have determined the maximum amount of the Shares to be sold distributed by the Manager Distributor for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined belowherein) (the “Maximum Daily Amount”), and the minimum price per Share below which the Shares may not be sold by the Agent on any Offering Date (the “Minimum Daily Price”), the Distributor shall advise the Agent of the Maximum Daily Amount and the Minimum Daily Price. Subject to the terms and conditions hereof, the Dealer Agent shall use its reasonable best efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined belowherein); provided, however, that in no event shall the Agent sell Shares in excess of the Maximum Daily Amount or for a price per Share below the Minimum Daily Price. The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer Agent sells such Shares. (b) Notwithstanding the foregoing, the Manager Distributor or the Fund may instruct the Dealer Agent by telephone (confirmed promptly by telecopye-mail or other electronic means) of a revised Minimum Daily Price and/or a revised Maximum Daily Amount and the Agent shall not to sell the Shares if such sales cannot be effected at or above for a price agreed to by per Share below such revised Minimum Daily Price, or in a quantity in excess of such revised Maximum Daily Amount, after the Fund and the Manager with respect to giving of such Sharesnotice. In addition, the Manager Distributor or the Fund may, upon notice to the Dealer Agent by telephone (confirmed promptly by telecopye-mail or other electronic means), suspend the offering of the SharesShares at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer Agent agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act of 1933, as amended (the “Securities Act”), will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the DealerAgent, as a sub-placement agent of the Manager for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission (as set forth on the Addendum hereto) with respect to the Shares sold, multiplied by the Gross Sales ProceedsProceeds (the “Agent Compensation”), as further described in the Addendum to this Sub-Placement Agent Agreement (the “Agreement”). The remaining proceeds, after further deduction Agent shall not be responsible for any transaction fees imposed by any governmental or self-regulatory organization on the Fund or the Distributor in respect of such sales, shall constitute . The Distributor may pay the net proceeds Agent Compensation to the Manager for such Shares Agent, or may authorize the Agent to retain the Agent Compensation from the Gross Sales Proceeds. The Agent Compensation shall be payable solely out of the compensation the Distributor receives from the Fund pursuant to the Distribution Agreement (the “Net ProceedsRelated Compensation”). Notwithstanding anything to the contrary in any other provision of this Agreement (or, for the avoidance of doubt, in the Addendum hereto), the Distributor shall have no obligation to pay any portion of the Agent Compensation to the Agent, or authorize the retention by the Agent of any portion of the Agent Compensation from the Gross Sales Proceeds, until the Distributor receives at least an equivalent amount of Related Compensation, and the Distributor’s obligation to the Agent for the Agent Compensation is limited solely to amounts payable out of the Related Compensation. (e) The Dealer Agent shall provide written confirmation to the Manager Distributor following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price per Share, the Net Proceeds, and the compensation payable by that the Manager to the Dealer Agent is owed with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the third second business day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Dealer Agent for settlement on such date shall be delivered by the Manager Fund at the request of the Distributor to the Dealer Agent against payment of (i) the Net Gross Sales Proceeds for the sale of such SharesShares or (ii) to the extent authorized by the Distributor, the Gross Sales Proceeds, less the Related Compensation. Settlement If the Agent is authorized by the Distributor to retain the Agent Compensation from the Gross Sales Proceeds for all such Shares shall be effected by free delivery the sale of the Shares Shares, then the Agent shall (i) pay to the Dealer’s account at The Depository Trust Company in return for payments Distributor an amount equal to the Related Compensation minus the Agent Compensation in same day funds delivered to the account account(s) designated by the ManagerDistributor and (ii) remit to the Fund the Gross Sales Proceeds, less the Related Compensation. If the Manager Distributor shall default on its obligation to deliver the Shares on any Settlement Date, subject to the Manager terms of Section 5 herein, the Distributor shall (A) hold the Dealer Agent harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Manager Distributor and (B) pay the Dealer Agent any commission to which it would otherwise be entitled absent such default. If the Dealer Agent breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the ManagerDistributor, subject to the terms of Section 5 herein, the Dealer will Agent shall (A) hold the Distributor harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Agent, (B) deliver such proceeds to the Distributor as soon as practicable and (C) pay the Manager Distributor interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the OfferingOfferings, the Manager shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request Distributor shall, no more than once per calendar quarter in which the Fund and the Distributor have requested, or anticipate requesting, that the Agent sell Shares pursuant to an Offering, provide to the Agent such certificates and other documents, in any case, as the Agent may reasonably request upon reasonable notice (but in no event upon notice of less than five business days) relating to authorization, capacity, enforceability and compliance matters. Any such certifications shall be made as of the end of the calendar quarter immediately preceding the calendar quarter in which such request by the Agent is made. (h) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor of any material non-confidential claim or complaint, any material enforcement action or other material proceeding by a regulatory authority with respect to the Fund, the Shares or the Offerings against or directed at or to the Agent or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Agent, within the meaning of Section 15 of the Securities Act. (i) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor of any examination by any regulatory agency or self-regulatory organization that has resulted in a material compliance deficiency in connection with the Offerings.

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Fund and the Manager on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and the Manager have determined the maximum amount of the Shares to be sold by the Manager for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined below). Subject to the terms and conditions hereof, the Dealer shall use its reasonable best efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined below). The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer sells such Shares. (b) Notwithstanding the foregoing, the Manager may instruct the Dealer by telephone (confirmed promptly by e-mail or telecopy) not to sell the Shares if such sales cannot be effected at or above a price agreed to by the Fund and the Manager with respect to such Shares. In addition, the Manager may, upon notice to the Dealer by telephone (confirmed promptly by e-mail or telecopy), suspend the offering of the SharesShares at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the Dealer, as a sub-placement agent of the Manager Manager, for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission with respect to the Shares sold, multiplied by the Gross Sales Proceeds, as further described in the Addendum to this Agreement. The remaining proceeds, after further deduction Dealer shall not be responsible for any transaction fees imposed by any governmental or self-regulatory organization on the Fund or the Manager in respect of such sales. The compensation to the Manager, as manager of registered at-the-market offerings by the Fund, for each sale of the Shares pursuant to this Section 1, before any fees imposed by any governmental or self-regulatory organization on the Fund or the Manager in respect of such sales, shall constitute be the net proceeds Manager Retention with respect to the Manager for such Shares (sold, multiplied by the “Net Gross Sales Proceeds”), as further described in the Addendum to this Agreement. (e) The Dealer shall provide written confirmation to the Manager following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price per Share, the Net Proceedscompensation payable to the Manager with respect to such sales, and the compensation payable by the Manager to the Dealer with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the third second business day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Dealer for settlement on such date shall be delivered by the Manager to the Dealer against payment of the Net Gross Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares to the Dealer’s account at The Depository Trust Company in return for payments in same day funds delivered to the account designated by the Manager. If the Manager shall default on its obligation to deliver the Shares on any Settlement Date, subject to the terms of Section 4 herein, the Manager shall (A) hold the Dealer harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Manager and (B) pay the Dealer any commission to which it would otherwise be entitled absent such default. If the Dealer breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the Manager, the Dealer will pay the Manager interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the OfferingOfferings, the Manager shall provide to the Dealer such certificates and other documents as Dealer, at the Dealer may reasonably Dealer’s request no more than once per calendar quarter quarter, (i) a certificate signed by the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the Treasurer, the President, an Executive Vice President or a Senior Vice President of the Manager to the effect that (A) the representations and warranties of the Manager in this Agreement are true and correct with the same force and effect as though expressly made at and as of the date thereof and the Manager has performed or complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the date thereof, (B) to their knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or threatened by the Securities and Exchange Commission (the “Commission”) and (C) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any material adverse change or development involving a prospective material adverse change to the business, properties, financial condition or results of operations of the Fund; (ii) a certificate signed by the Secretary or Assistant Secretary of the Manager relating to authorization, capacity, enforceability capacity and compliance incumbency matters; and (iii) such other certificates and documents related to the Offerings at the Dealer’s reasonable request.

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Fund Trust and the Manager Distributor on any day (each, an “Offering Date”) that is a trading day for the exchange on which the FundTrust’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund Trust and the Manager Distributor have determined the maximum amount of the Shares to be sold by the Manager Distributor for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined below) (the “Maximum Daily Amount”), and the minimum price per Share below which the Shares may not be sold by the Agent on any Offering Date (the “Minimum Daily Price”), the Distributor shall advise the Agent of the Maximum Daily Amount and the Minimum Daily Price. Subject to the terms and conditions hereof, the Dealer Agent shall use its reasonable best efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined below)Prospectus; provided, however, that in no event shall the Agent sell Shares in excess of the Maximum Daily Amount or for a price per Share below the Minimum Daily Price. The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer Agent sells such Shares. (b) Notwithstanding the foregoing, the Manager Distributor or the Trust may instruct the Dealer Agent by telephone (confirmed promptly by e-mail or telecopy) of a revised Minimum Daily Price and/or a revised Maximum Daily Amount and the Agent shall not to sell the Shares if such sales cannot be effected at or above for a price agreed to by per Share below such revised Minimum Daily Price, or in a quantity in excess of such revised Maximum Daily Amount, after the Fund and the Manager with respect to giving of such Sharesnotice. In addition, the Manager Distributor or the Trust may, upon notice to the Dealer Agent by telephone (confirmed promptly by e-mail or telecopy), suspend the offering of the SharesShares at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer Agent agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”), will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the DealerAgent, as a sub-placement agent of the Manager for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission with respect to the Shares sold, multiplied by the Gross Sales ProceedsProceeds (the “Agent Compensation”), as further described in the Addendum to this Sub-Placement Agent Agreement (the “Agreement”). The remaining proceeds, after further deduction Agent shall not be responsible for any transaction fees imposed by any governmental or self-regulatory organization on the Trust or the Distributor in respect of such sales, shall constitute . The Distributor may pay the net proceeds Agent Compensation to the Manager for such Shares Agent, or may authorize the Agent to retain the Agent Compensation from the Gross Sales Proceeds. The Agent Compensation shall be payable solely out of the compensation the Distributor receives from the Trust pursuant to the Distribution Agreement (the “Net ProceedsRelated Compensation”). Notwithstanding anything to the contrary in any other provision of this Agreement (or, for the avoidance of doubt, in the Addendum hereto), the Distributor shall have no obligation to pay any portion of the Agent Compensation to the Agent, or authorize the retention by the Agent of any portion of the Agent Compensation from the Gross Sales Proceeds, until the Distributor receives at least an equivalent amount of Related Compensation, and the Distributor’s obligation to the Agent for the Agent Compensation is limited solely to amounts payable out of the Related Compensation. (e) The Dealer Agent shall provide written confirmation to the Manager Distributor following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price (as defined in the Addendum to this Agreement) per Share, the Net Proceeds, and the compensation payable by that the Manager to the Dealer Agent is owed with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the third business day following the date on which such sales are made (each such day, a “Settlement Date”), unless otherwise agreed to in writing by the parties hereto. On each Settlement Date, the Shares sold through the Dealer Agent for settlement on such date shall be delivered by the Manager Distributor to the Dealer Agent against payment of the Net Gross Sales Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares to the DealerAgent’s account at The Depository Trust Company in return for payments in same day funds delivered to the account account(s) designated by the ManagerDistributor. If the Manager Distributor shall default on its obligation to deliver the Shares on any Settlement Date, subject to the Manager terms of Section 5 herein, the Distributor shall (A) hold the Dealer Agent harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Manager Distributor and (B) pay the Dealer Agent any commission to which it would otherwise be entitled absent such default. If the Dealer Agent breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the ManagerDistributor, subject to the terms of Section 5 herein, the Dealer will Agent shall (A) hold the Distributor harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Agent, (B) deliver such proceeds to the Distributor as soon as practicable and (C) pay the Manager Distributor interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the OfferingOfferings, the Manager shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request Distributor shall, no more than once per calendar quarter in which the Trust and the Distributor have requested, or anticipate requesting, that the Agent sell Shares pursuant to an Offering, provide to the Agent such certificates and other documents, in any case, as the Agent may reasonably request upon reasonable notice (but in no event upon notice of less than five business days) relating to authorization, capacity, enforceability and compliance matters. Any such certifications shall be made as of the end of the calendar quarter immediately preceding the calendar quarter in which such request by the Agent is made. (h) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor of any material non-confidential claim or complaint, any material enforcement action or other material proceeding by a regulatory authority with respect to the Trust, the Shares or the Offerings against or directed at or to the Agent or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Agent, within the meaning of Section 15 of the Securities Act. (i) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor of any examination by any regulatory agency or self-regulatory organization that has resulted in a material compliance deficiency in connection with the Offerings.

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to determined by the Fund and together with the Manager Distributor or the Agent on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and together with the Manager Distributor or the Agent have determined the maximum amount of the Shares to be sold distributed by the Manager Distributor for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined belowherein) (the “Maximum Daily Amount”), and the minimum price per Share below which the Shares may not be sold by the Agent on any Offering Date (the “Minimum Daily Price”), the Distributor shall advise the Agent of the Maximum Daily Amount and the Minimum Daily Price. Subject to the terms and conditions hereof, the Dealer Agent shall use its reasonable best efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined belowherein); provided, however, that in no event shall the Agent sell Shares in excess of the Maximum Daily Amount or for a price per Share below the Minimum Daily Price. The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer Agent sells such Shares. (b) Notwithstanding the foregoing, the Manager Distributor or the Fund may instruct the Dealer Agent by telephone (confirmed promptly by telecopye-mail or other electronic means) of a revised Minimum Daily Price and/or a revised Maximum Daily Amount and the Agent shall not to sell the Shares if such sales cannot be effected at or above for a price agreed to by per Share below such revised Minimum Daily Price, or in a quantity in excess of such revised Maximum Daily Amount, after the Fund and the Manager with respect to giving of such Sharesnotice. In addition, the Manager Distributor or the Fund may, upon notice to the Dealer Agent by telephone (confirmed promptly by telecopye-mail or other electronic means), suspend the offering of the SharesShares at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer Agent agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act of 1933, as amended (the “Securities Act”), will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the DealerAgent, as a sub-placement agent of the Manager for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission (as set forth on the Addendum hereto) with respect to the Shares sold, multiplied by the Gross Sales ProceedsProceeds (the “Agent Compensation”), as further described in the Addendum to this Sub-Placement Agent Agreement (the “Agreement”). The remaining proceeds, after further deduction Agent shall not be responsible for any transaction fees imposed by any governmental or self-regulatory organization on the Fund or the Distributor in respect of such sales, shall constitute . The Distributor may pay the net proceeds Agent Compensation to the Manager for such Shares Agent, or may authorize the Agent to retain the Agent Compensation from the Gross Sales Proceeds. The Agent Compensation shall be payable solely out of the compensation the Distributor receives from the Fund pursuant to the Distribution Agreement (the “Net ProceedsRelated Compensation”). Notwithstanding anything to the contrary in any other provision of this Agreement (or, for the avoidance of doubt, in the Addendum hereto), the Distributor shall have no obligation to pay any portion of the Agent Compensation to the Agent, or authorize the retention by the Agent of any portion of the Agent Compensation from the Gross Sales Proceeds, until the Distributor receives at least an equivalent amount of Related Compensation, and the Distributor’s obligation to the Agent for the Agent Compensation is limited solely to amounts payable out of the Related Compensation. (e) The Dealer Agent shall provide written confirmation to the Manager Distributor following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price per Share, the Net Proceeds, and the compensation payable by that the Manager to the Dealer Agent is owed with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the third second business day following the date on which such sales are made (each such day, a “Settlement Date”), unless otherwise agreed to in writing by the parties hereto. On each Settlement Date, the Shares sold through the Dealer Agent for settlement on such date shall be delivered by the Manager Fund at the request of the Distributor to the Dealer Agent against payment of (i) the Net Gross Sales Proceeds for the sale of such SharesShares or (ii) to the extent authorized by the Distributor, the Gross Sales Proceeds, less the Related Compensation. Settlement If the Agent is authorized by the Distributor to retain the Agent Compensation from the Gross Sales Proceeds for all such Shares shall be effected by free delivery the sale of the Shares Shares, then the Agent shall (i) pay to the Dealer’s account at The Depository Trust Company in return for payments Distributor an amount equal to the Related Compensation minus the Agent Compensation in same day funds delivered to the account account(s) designated by the ManagerDistributor and (ii) remit to the Fund the Gross Sales Proceeds, less the Related Compensation. If the Manager Distributor shall default on its obligation to deliver the Shares on any Settlement Date, subject to the Manager terms of Section 5 herein, the Distributor shall (A) hold the Dealer Agent harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Manager Distributor and (B) pay the Dealer Agent any commission to which it would otherwise be entitled absent such default. If the Dealer Agent breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the ManagerDistributor, subject to the terms of Section 5 herein, the Dealer will Agent shall (A) hold the Distributor harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Agent, (B) deliver such proceeds to the Distributor as soon as practicable and (C) pay the Manager Distributor interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the OfferingOfferings, the Manager shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request Distributor shall, no more than once per calendar quarter in which the Fund and the Distributor have requested, or anticipate requesting, that the Agent sell Shares pursuant to an Offering, provide to the Agent such certificates and other documents, in any case, as the Agent may reasonably request upon reasonable notice (but in no event upon notice of less than five business days) relating to authorization, capacity, enforceability and compliance matters. Any such certifications shall be made as of the end of the calendar quarter immediately preceding the calendar quarter in which such request by the Agent is made. (h) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor and the Fund of any material non-confidential claim or complaint, any material enforcement action or other material proceeding by a regulatory authority with respect to the Fund, the Shares or the Offerings against or directed at or to the Agent or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Agent, within the meaning of Section 15 of the Securities Act. (i) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor and the Fund of any examination by any regulatory agency or self-regulatory organization that has resulted in a material compliance deficiency in connection with the Offerings. (j) The Agent acknowledges that it has been informed that the Fund shall not offer or sell the Shares unless the Managed Distribution Plan Requirement (as defined herein) has been satisfied.

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Fund and the Manager on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and the Manager have determined the maximum amount of the Shares to be sold by the Manager for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined below). Subject to the terms and conditions hereof, the Dealer shall use its reasonable best efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined below). The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer sells such Shares. (b) Notwithstanding the foregoing, the Manager may instruct the Dealer by telephone (confirmed promptly by e-mail or telecopy) not to sell the Shares if such sales cannot be effected at or above a price agreed to by the Fund and the Manager with respect to such Shares. In addition, the Manager may, upon notice to the Dealer by telephone (confirmed promptly by e-mail or telecopy), suspend the offering of the SharesShares at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the Dealer, as a sub-placement agent of the Manager Manager, for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission with respect to the Shares sold, multiplied by the Gross Sales Proceeds, as further described in the Addendum to this Agreement. The remaining proceeds, after further deduction Dealer shall not be responsible for any transaction fees imposed by any governmental or self-regulatory organization on the Fund or the Manager in respect of such sales. The compensation to the Manager, as manager of registered at-the-market offerings by the Fund, for each sale of the Shares pursuant to this Section 1, before any fees imposed by any governmental or self-regulatory organization on the Fund or the Manager in respect of such sales, shall constitute be the net proceeds Manager Retention with respect to the Manager for such Shares (sold, multiplied by the “Net Gross Sales Proceeds”), as further described in the Addendum to this Agreement. (e) The Dealer shall provide written confirmation to the Manager following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price per Share, the Net Proceedscompensation payable to the Manager with respect to such sales, and the compensation payable by the Manager to the Dealer with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the third second business day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Dealer for settlement on such date shall be delivered by the Manager to the Dealer against payment of the Net Gross Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares to the Dealer’s account at The Depository Trust Company in return for payments in same day funds delivered to the account designated by the Manager. If the Manager shall default on its obligation to deliver the Shares on any Settlement Date, subject to the terms of Section 4 herein, the Manager shall (A) hold the Dealer harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Manager and (B) pay the Dealer any commission to which it would otherwise be entitled absent such default. If the Dealer breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the Manager, the Dealer will pay the Manager interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the OfferingOfferings, the Manager shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request Dealer, no more than once per calendar quarter quarter, (i) a certificate signed by the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the Treasurer, the President, an Executive Vice President or a Senior Vice President of the Manager to the effect that (A) the representations and warranties of the Manager in this Agreement are true and correct with the same force and effect as though expressly made at and as of the date thereof and the Manager has performed or complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the date thereof, (B) to their knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or threatened by the Securities and Exchange Commission (the “Commission”) and (C) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any material adverse change or development involving a prospective material adverse change to the business, properties, financial condition or results of operations of the Fund; (ii) a certificate signed by the Secretary or Assistant Secretary of the Manager relating to authorization, capacity, enforceability capacity and compliance incumbency matters; and (iii) such other certificates and documents related to the Offerings at the Dealer’s reasonable request.

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Fund and the Manager on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and the Manager have determined the maximum amount of the Shares to be sold by the Manager for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined below). Subject to the terms and conditions hereof, the Dealer shall use its reasonable efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined below). The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer sells such Shares. (b) Notwithstanding the foregoing, the Manager may instruct the Dealer by telephone (confirmed promptly by telecopy) not to sell the Shares if such sales cannot be effected at or above a price agreed to by the Fund and the Manager with respect to such Shares. In addition, the Manager may, upon notice to the Dealer by telephone (confirmed promptly by telecopy), suspend the offering of the Shares; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the Dealer, as a sub-placement agent of the Manager for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission with respect to the Shares sold, multiplied by the Gross Sales Proceeds, as further described in the Addendum to this Agreement. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Manager for such Shares (the “Net Proceeds”). (e) The Dealer shall provide written confirmation to the Manager following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price per Share, the Net Proceeds, and the compensation payable by the Manager to the Dealer with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the third second business day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Dealer for settlement on such date shall be delivered by the Manager to the Dealer against payment of the Net Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares to the Dealer’s account at The Depository Trust Company in return for payments in same day funds delivered to the account designated by the Manager. If the Manager shall default on its obligation to deliver the Shares on any Settlement Date, the Manager shall (A) hold the Dealer harmless against any loss, claim or damage arising from or as a result of such default by the Manager and (B) pay the Dealer any commission to which it would otherwise be entitled absent such default. If the Dealer breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the Manager, the Dealer will pay the Manager interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the Offering, the Manager shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request no more than once per calendar quarter relating to authorization, capacity, enforceability and compliance matters.

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to determined by the Fund and together with the Manager Distributor or the Agent on any day (each, an “"Offering Date”") that is a trading day for the exchange on which the Fund’s 's Shares are listed and primarily trade (the “"Stock Exchange”") (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and together with the Manager Distributor or the Agent have determined the maximum amount of the Shares to be sold distributed by the Manager Distributor for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined belowherein) (the "Maximum Daily Amount"), and the minimum price per Share below which the Shares may not be sold by the Agent on any Offering Date (the "Minimum Daily Price"), the Distributor and/or the Fund’s investment adviser, RiverNorth Capital Management, LLC, or subadviser, MacKay S▇▇▇▇▇▇ LLC, shall advise the Agent of the Maximum Daily Amount and the Minimum Daily Price. Subject to the terms and conditions hereof, the Dealer Agent shall use its reasonable best efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined belowherein); provided, however, that in no event shall the Agent sell Shares in excess of the Maximum Daily Amount or for a price per Share below the Minimum Daily Price. The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer Agent sells such Shares. (b) Notwithstanding the foregoing, the Manager Distributor or the Fund may instruct the Dealer Agent by telephone (confirmed promptly by telecopye-mail or other electronic means) of a revised Minimum Daily Price and/or a revised Maximum Daily Amount and the Agent shall not to sell the Shares if such sales cannot be effected at or above for a price agreed to by per Share below such revised Minimum Daily Price, or in a quantity in excess of such revised Maximum Daily Amount, after the Fund and the Manager with respect to giving of such Sharesnotice. In addition, the Manager Distributor or the Fund may, upon notice to the Dealer Agent by telephone (confirmed promptly by telecopye-mail or other electronic means), suspend the offering of the SharesShares at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ ' respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer Agent agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act of 1933, as amended (the "Securities Act"), will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the DealerAgent, as a sub-placement agent of the Manager for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission (as set forth on the Addendum hereto) with respect to the Shares sold, multiplied by the Gross Sales ProceedsProceeds (as defined in the Addendum attached hereto) (the "Agent Compensation"), as further described in the Addendum to this Sub-Placement Agent Agreement (the "Agreement"). The remaining proceeds, after further deduction Agent shall not be responsible for any transaction fees imposed by any governmental or self-regulatory organization on the Fund or the Distributor in respect of such sales, shall constitute . The Distributor may pay the net proceeds Agent Compensation to the Manager for such Shares Agent, or may authorize the Agent to retain the Agent Compensation from the Gross Sales Proceeds. The Agent Compensation shall be payable solely out of the compensation the Distributor receives from the Fund pursuant to the Distribution Agreement (the “Net "Related Compensation"). Notwithstanding anything to the contrary in any other provision of this Agreement (or, for the avoidance of doubt, in the Addendum hereto), the Distributor shall have no obligation to pay any portion of the Agent Compensation to the Agent, or authorize the retention by the Agent of any portion of the Agent Compensation from the Gross Sales Proceeds”), until the Distributor receives at least an equivalent amount of Related Compensation, and the Distributor's obligation to the Agent for the Agent Compensation is limited solely to amounts payable out of the Related Compensation. (e) The Dealer Agent shall provide written confirmation to the Manager Distributor following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price (as defined in the Addendum attached hereto) per Share, the Net Proceeds, and the compensation payable by that the Manager to the Dealer Agent is owed with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the third second business day following the date on which such sales are made (each such day, a “"Settlement Date”"). On each Settlement Date, the Shares sold through the Dealer Agent for settlement on such date shall be delivered by the Manager Fund at the request of the Distributor to the Dealer Agent against payment of (i) the Net Gross Sales Proceeds for the sale of such SharesShares or (ii) to the extent authorized by the Distributor, the Gross Sales Proceeds, less the Related Compensation. Settlement If the Agent is authorized by the Distributor to retain the Agent Compensation from the Gross Sales Proceeds for all such Shares shall be effected by free delivery the sale of the Shares Shares, then the Agent shall (i) pay to the Dealer’s account at The Depository Trust Company in return for payments Distributor an amount equal to the Related Compensation minus the Agent Compensation in same day funds delivered to the account account(s) designated by the ManagerDistributor and (ii) remit to the Fund the Gross Sales Proceeds, less the Related Compensation. If the Manager Distributor shall default on its obligation to deliver the Shares on any Settlement Date, subject to the Manager terms of Section 5 herein, the Distributor shall (A) hold the Dealer Agent harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Manager Distributor and (B) pay the Dealer Agent any commission to which it would otherwise be entitled absent such default. If the Dealer Agent breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the ManagerDistributor, subject to the terms of Section 5 herein, the Dealer will Agent shall (A) hold the Distributor harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Agent, (B) deliver such proceeds to the Distributor as soon as practicable and (C) pay the Manager Distributor interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the OfferingOfferings, the Manager shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request Distributor shall, no more than once per calendar quarter in which the Fund and the Distributor have requested, or anticipate requesting, that the Agent sell Shares pursuant to an Offering, provide to the Agent such certificates and other documents, in any case, as the Agent may reasonably request upon reasonable notice (but in no event upon notice of less than five business days) relating to authorization, capacity, enforceability and compliance matters. Any such certifications shall be made as of the end of the calendar quarter immediately preceding the calendar quarter in which such request by the Agent is made. (h) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor of any material non-confidential claim or complaint, any material enforcement action or other material proceeding by a regulatory authority with respect to the Fund, the Shares or the Offerings against or directed at or to the Agent or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Agent, within the meaning of Section 15 of the Securities Act. (i) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor of any examination by any regulatory agency or self-regulatory organization that has resulted in a material compliance deficiency in connection with the Offerings.

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Fund and the Manager Distributor on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and the Manager Distributor have determined the maximum amount of the Shares to be sold by the Manager Distributor for any Offering Date, the Manager Distributor shall advise the Dealer Agent of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined below). Subject to the terms and conditions hereof, the Dealer Agent shall use its reasonable best efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined below). The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer Agent sells such Shares. (b) Notwithstanding the foregoing, the Manager Distributor may instruct the Dealer Agent by telephone (confirmed promptly by e-mail or telecopy) not to sell the Shares if such sales cannot be effected at or above a price agreed to by the Fund and the Manager Distributor with respect to such Shares. In addition, the Manager Distributor may, upon notice to the Dealer Agent by telephone (confirmed promptly by e-mail or telecopy), suspend the offering of the SharesShares at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer Agent agrees not to make any sales of the Shares on behalf of the Manager Distributor pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the DealerAgent, as a sub-placement agent of the Manager Distributor for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission with respect to the Shares sold, multiplied by the Gross Sales Proceeds, as further described in the Addendum to this Sub-Placement Agent Agreement (the “Agreement”). The remaining proceeds, after further deduction Agent shall not be responsible for any transaction fees imposed by any governmental or self-regulatory organization on the Fund or the Distributor in respect of such sales. The compensation to the Distributor, as manager of registered at-the-market offerings by the Fund, for each sale of the Shares pursuant to this Section 1, before any fees imposed by any governmental or self-regulatory organization on the Fund or the Distributor in respect of such sales, shall constitute be the net proceeds Distributor Retention with respect to the Manager for such Shares (sold, multiplied by the “Net Gross Sales Proceeds”), as further described in the Addendum to this Agreement. (e) The Dealer Agent shall provide written confirmation to the Manager Distributor following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price per Share, the Net Proceedscompensation payable to the Distributor with respect to such sales, and the compensation payable by the Manager Distributor to the Dealer Agent with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 will occur in accordance with applicable law but not later than on the third second business day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Dealer Agent for settlement on such date shall be delivered by the Manager Distributor to the Dealer Agent against payment of the Net Gross Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares to the DealerAgent’s account at The Depository Trust Company in return for payments in same day funds delivered to the account designated by the ManagerDistributor. If the Manager Distributor shall default on its obligation to deliver the Shares on any Settlement Date, subject to the Manager terms of Section 4 herein, the Distributor shall (A) hold the Dealer Agent harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Manager Distributor and (B) pay the Dealer Agent any commission to which it would otherwise be entitled absent such default. If the Dealer Agent breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the ManagerDistributor, the Dealer Agent will pay the Manager Distributor interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the OfferingOfferings, the Manager Distributor shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request Agent, no more than once per calendar quarter quarter, (i) a certificate signed by the Chief Executive Officer, the Chief Legal Officer, the Chief Administrative Officer, the Treasurer, the President, a Director or a Senior Vice President of the Distributor to the effect that (A) the representations and warranties of the Distributor in this Agreement are true and correct with the same force and effect as though expressly made at and as of the date thereof and the Distributor has performed or complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the date thereof, (B) to their knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or threatened by the Securities and Exchange Commission (the “Commission”) and (C) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any material adverse change or development involving a prospective material adverse change to the business, properties, financial condition or results of operations of the Fund; (ii) a certificate signed by the Secretary or Assistant Secretary of the Distributor relating to authorization, capacity, enforceability capacity and compliance incumbency matters; and (iii) such other certificates and documents related to the Offerings at the Agent’s reasonable request.

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Fund and the Manager on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and the Manager have determined the maximum amount of the Shares to be sold by the Manager for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined below). Subject to the terms and conditions hereof, the Dealer shall use its reasonable efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined below). The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer sells such Shares. (b) Notwithstanding the foregoing, the Manager may instruct the Dealer by telephone (confirmed promptly by telecopy) not to sell the Shares if such sales cannot be effected at or above a price agreed to by the Fund and the Manager with respect to such Shares. In addition, the Manager may, upon notice to the Dealer by telephone (confirmed promptly by telecopy), suspend the offering of the Shares; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the Dealer, as a sub-placement agent of the Manager for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission with respect to the Shares sold, multiplied by the Gross Sales Proceeds, as further described in the Addendum to this Agreement. The remaining proceedscompensation to the Manager, after payment of the Dealer’s compensation and further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales, shall be as described in a separate Distribution Agreement between the Manager and the Fund and shall constitute the net proceeds to the Manager for such Shares (the “Net Proceeds”). (e) The Dealer shall provide written confirmation to the Manager following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price per Share, the Net Proceeds, and the compensation payable by the Manager to the Dealer with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the third second business day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Dealer for settlement on such date shall be delivered by the Manager to the Dealer against payment of the Net Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares to the Dealer’s account at The Depository Trust Company in return for payments in same day funds delivered to the account designated by the Manager. If the Manager shall default on its obligation to deliver the Shares on any Settlement Date, the Manager shall (A) hold the Dealer harmless against any loss, claim or damage arising from or as a result of such default by the Manager and (B) pay the Dealer any commission to which it would otherwise be entitled absent such default. If the Dealer breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the Manager, the Dealer will pay the Manager interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the Offering, the Manager shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request no more than once per calendar quarter relating to authorization, capacity, enforceability and compliance matters.

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to determined by the Fund and together with the Manager Distributor or the Agent on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and together with the Manager Distributor or the Agent have determined the maximum amount of the Shares to be sold distributed by the Manager Distributor for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined belowherein) (the “Maximum Daily Amount”), and the minimum price per Share below which the Shares may not be sold by the Agent on any Offering Date (the “Minimum Daily Price”), the Distributor shall advise the Agent of the Maximum Daily Amount and the Minimum Daily Price. Subject to the terms and conditions hereof, the Dealer Agent shall use its reasonable best efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined belowherein); provided, however, that in no event shall the Agent sell Shares in excess of the Maximum Daily Amount or for a price per Share below the Minimum Daily Price. The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer Agent sells such Shares. (b) Notwithstanding the foregoing, the Manager Distributor or the Fund may instruct the Dealer Agent by telephone (confirmed promptly by telecopye-mail or other electronic means) of a revised Minimum Daily Price and/or a revised Maximum Daily Amount and the Agent shall not to sell the Shares if such sales cannot be effected at or above for a price agreed to by per Share below such revised Minimum Daily Price, or in a quantity in excess of such revised Maximum Daily Amount, after the Fund and the Manager with respect to giving of such Sharesnotice. In addition, the Manager Distributor or the Fund may, upon notice to the Dealer Agent by telephone (confirmed promptly by telecopye-mail or other electronic means), suspend the offering of the SharesShares at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer Agent agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”), will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the DealerAgent, as a sub-placement agent of the Manager for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission (as set forth on the Addendum hereto) with respect to the Shares sold, multiplied by the Gross Sales ProceedsProceeds (as defined in the Addendum attached hereto) (the “Agent Compensation”), as further described in the Addendum to this Sub-Placement Agent Agreement (the “Agreement”). The remaining proceeds, after further deduction Agent shall not be responsible for any transaction fees imposed by any governmental or self-regulatory organization on the Fund or the Distributor in respect of such sales, shall constitute . The Distributor may pay the net proceeds Agent Compensation to the Manager for such Shares Agent, or may authorize the Agent to retain the Agent Compensation from the Gross Sales Proceeds. The Agent Compensation shall be payable solely out of the compensation the Distributor receives from the Fund pursuant to the Distribution Agreement (the “Net ProceedsRelated Compensation”). Notwithstanding anything to the contrary in any other provision of this Agreement (or, for the avoidance of doubt, in the Addendum hereto), the Distributor shall have no obligation to pay any portion of the Agent Compensation to the Agent, or authorize the retention by the Agent of any portion of the Agent Compensation from the Gross Sales Proceeds, until the Distributor receives at least an equivalent amount of Related Compensation, and the Distributor’s obligation to the Agent for the Agent Compensation is limited solely to amounts payable out of the Related Compensation. (e) The Dealer Agent shall provide written confirmation to the Manager Distributor following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price (as defined in the Addendum attached hereto) per Share, the Net Proceeds, and the compensation payable by that the Manager to the Dealer Agent is owed with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the third business day following the date on which such sales are made (each such day, a “Settlement Date”), unless otherwise agreed to in writing by the parties hereto. On each Settlement Date, the Shares sold through the Dealer Agent for settlement on such date shall be delivered by the Manager Fund at the request of the Distributor to the Dealer Agent against payment of (i) the Net Gross Sales Proceeds for the sale of such SharesShares or (ii) to the extent authorized by the Distributor, the Gross Sales Proceeds, less the Related Compensation. Settlement If the Agent is authorized by the Distributor to retain the Agent Compensation from the Gross Sales Proceeds for all such Shares shall be effected by free delivery the sale of the Shares Shares, then the Agent shall (i) pay to the Dealer’s account at The Depository Trust Company in return for payments Distributor an amount equal to the Related Compensation minus the Agent Compensation in same day funds delivered to the account account(s) designated by the ManagerDistributor and (ii) remit to the Fund the Gross Sales Proceeds, less the Related Compensation. If the Manager Distributor shall default on its obligation to deliver the Shares on any Settlement Date, subject to the Manager terms of Section 5 herein, the Distributor shall (A) hold the Dealer Agent harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Manager Distributor and (B) pay the Dealer Agent any commission to which it would otherwise be entitled absent such default. If the Dealer Agent breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the ManagerDistributor, subject to the terms of Section 5 herein, the Dealer will Agent shall (A) hold the Distributor harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Agent, (B) deliver such proceeds to the Distributor as soon as practicable and (C) pay the Manager Distributor interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the OfferingOfferings, the Manager shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request Distributor shall, no more than once per calendar quarter in which the Fund and the Distributor have requested, or anticipate requesting, that the Agent sell Shares pursuant to an Offering, provide to the Agent such certificates and other documents, in any case, as the Agent may reasonably request upon reasonable notice (but in no event upon notice of less than five business days) relating to authorization, capacity, enforceability and compliance matters. Any such certifications shall be made as of the end of the calendar quarter immediately preceding the calendar quarter in which such request by the Agent is made. (h) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor of any material non-confidential claim or complaint, any material enforcement action or other material proceeding by a regulatory authority with respect to the Fund, the Shares or the Offerings against or directed at or to the Agent or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Agent, within the meaning of Section 15 of the Securities Act. (i) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor of any examination by any regulatory agency or self-regulatory organization that has resulted in a material compliance deficiency in connection with the Offerings.

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to determined by the Fund and together with the Manager Distributor or the Agent on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and together with the Manager Distributor or the Agent have determined the maximum amount of the Shares to be sold distributed by the Manager Distributor for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined belowherein) (the “Maximum Daily Amount”), and the minimum price per Share below which the Shares may not be sold by the Agent on any Offering Date (the “Minimum Daily Price”), the Distributor and/or the Fund’s investment adviser, RiverNorth Capital Management, LLC, or subadviser, MacKay ▇▇▇▇▇▇▇ LLC, shall advise the Agent of the Maximum Daily Amount and the Minimum Daily Price. Subject to the terms and conditions hereof, the Dealer Agent shall use its reasonable best efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined belowherein); provided, however, that in no event shall the Agent sell Shares in excess of the Maximum Daily Amount or for a price per Share below the Minimum Daily Price. The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer Agent sells such Shares. (b) Notwithstanding the foregoing, the Manager Distributor or the Fund may instruct the Dealer Agent by telephone (confirmed promptly by telecopye-mail or other electronic means) of a revised Minimum Daily Price and/or a revised Maximum Daily Amount and the Agent shall not to sell the Shares if such sales cannot be effected at or above for a price agreed to by per Share below such revised Minimum Daily Price, or in a quantity in excess of such revised Maximum Daily Amount, after the Fund and the Manager with respect to giving of such Sharesnotice. In addition, the Manager Distributor or the Fund may, upon notice to the Dealer Agent by telephone (confirmed promptly by telecopye-mail or other electronic means), suspend the offering of the SharesShares at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer Agent agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act of 1933, as amended (the “Securities Act”), will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the DealerAgent, as a sub-placement agent of the Manager for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission (as set forth on the Addendum hereto) with respect to the Shares sold, multiplied by the Gross Sales ProceedsProceeds (as defined in the Addendum attached hereto) (the “Agent Compensation”), as further described in the Addendum to this Sub-Placement Agent Agreement (the “Agreement”). The remaining proceeds, after further deduction Agent shall not be responsible for any transaction fees imposed by any governmental or self-regulatory organization on the Fund or the Distributor in respect of such sales, shall constitute . The Distributor may pay the net proceeds Agent Compensation to the Manager for such Shares Agent, or may authorize the Agent to retain the Agent Compensation from the Gross Sales Proceeds. The Agent Compensation shall be payable solely out of the compensation the Distributor receives from the Fund pursuant to the Distribution Agreement (the “Net ProceedsRelated Compensation”). Notwithstanding anything to the contrary in any other provision of this Agreement (or, for the avoidance of doubt, in the Addendum hereto), the Distributor shall have no obligation to pay any portion of the Agent Compensation to the Agent, or authorize the retention by the Agent of any portion of the Agent Compensation from the Gross Sales Proceeds, until the Distributor receives at least an equivalent amount of Related Compensation, and the Distributor’s obligation to the Agent for the Agent Compensation is limited solely to amounts payable out of the Related Compensation. (e) The Dealer Agent shall provide written confirmation to the Manager Distributor following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price (as defined in the Addendum attached hereto) per Share, the Net Proceeds, and the compensation payable by that the Manager to the Dealer Agent is owed with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the third business day following earlier of: (i) the date agreed upon by the parties hereto; or (ii) the latest day for settlement on which the customary settlement cycle in the jurisdiction(s) where any of such sales Shares are made customarily traded (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Dealer Agent for settlement on such date shall be delivered by the Manager Fund at the request of the Distributor to the Dealer Agent against payment of (i) the Net Gross Sales Proceeds for the sale of such SharesShares or (ii) to the extent authorized by the Distributor, the Gross Sales Proceeds, less the Related Compensation. Settlement If the Agent is authorized by the Distributor to retain the Agent Compensation from the Gross Sales Proceeds for all such Shares shall be effected by free delivery the sale of the Shares Shares, then the Agent shall (i) pay to the Dealer’s account at The Depository Trust Company in return for payments Distributor an amount equal to the Related Compensation minus the Agent Compensation in same day funds delivered to the account account(s) designated by the ManagerDistributor and (ii) remit to the Fund the Gross Sales Proceeds, less the Related Compensation. If the Manager Distributor shall default on its obligation to deliver the Shares on any Settlement Date, subject to the Manager terms of Section 5 herein, the Distributor shall (A) hold the Dealer Agent harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Manager Distributor and (B) pay the Dealer Agent any commission to which it would otherwise be entitled absent such default. If the Dealer Agent breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the ManagerDistributor, subject to the terms of Section 5 herein, the Dealer will Agent shall (A) hold the Distributor harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Agent, (B) deliver such proceeds to the Distributor as soon as practicable and (C) pay the Manager Distributor interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the OfferingOfferings, the Manager shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request Distributor shall, no more than once per calendar quarter in which the Fund and the Distributor have requested, or anticipate requesting, that the Agent sell Shares pursuant to an Offering, provide to the Agent such certificates and other documents, in any case, as the Agent may reasonably request upon reasonable notice (but in no event upon notice of less than five business days) relating to authorization, capacity, enforceability and compliance matters. Any such certifications shall be made as of the end of the calendar quarter immediately preceding the calendar quarter in which such request by the Agent is made. (h) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor of any material non-confidential claim or complaint, any material enforcement action or other material proceeding by a regulatory authority with respect to the Fund, the Shares or the Offerings against or directed at or to the Agent or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Agent, within the meaning of Section 15 of the Securities Act. (i) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor of any examination by any regulatory agency or self-regulatory organization that has resulted in a material compliance deficiency in connection with the Offerings.

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to determined by the Fund and together with the Manager Distributor or the Agent on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and together with the Manager Distributor or the Agent have determined the maximum amount of the Shares to be sold distributed by the Manager Distributor for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined belowherein) (the “Maximum Daily Amount”), and the minimum price per Share below which the Shares may not be sold by the Agent on any Offering Date (the “Minimum Daily Price”), the Distributor shall advise the Agent of the Maximum Daily Amount and the Minimum Daily Price. Subject to the terms and conditions hereof, the Dealer Agent shall use its reasonable best efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined belowherein); provided, however, that in no event shall the Agent sell Shares in excess of the Maximum Daily Amount or for a price per Share below the Minimum Daily Price. The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer Agent sells such Shares. (b) Notwithstanding the foregoing, the Manager Distributor or the Fund may instruct the Dealer Agent by telephone (confirmed promptly by telecopye-mail or other electronic means) of a revised Minimum Daily Price and/or a revised Maximum Daily Amount and the Agent shall not to sell the Shares if such sales cannot be effected at or above for a price agreed to by per Share below such revised Minimum Daily Price, or in a quantity in excess of such revised Maximum Daily Amount, after the Fund and the Manager with respect to giving of such Sharesnotice. In addition, the Manager Distributor or the Fund may, upon notice to the Dealer Agent by telephone (confirmed promptly by telecopye-mail or other electronic means), suspend the offering of the SharesShares at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer Agent agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act of 1933, as amended (the “Securities Act”), will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the DealerAgent, as a sub-placement agent of the Manager for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission (as set forth on the Addendum hereto) with respect to the Shares sold, multiplied by the Gross Sales ProceedsProceeds (the “Agent Compensation”), as further described in the Addendum to this Sub-Placement Agent Agreement (the “Agreement”). The remaining proceeds, after further deduction Agent shall not be responsible for any transaction fees imposed by any governmental or self-regulatory organization on the Fund or the Distributor in respect of such sales, shall constitute . The Distributor may pay the net proceeds Agent Compensation to the Manager for such Shares Agent, or may authorize the Agent to retain the Agent Compensation from the Gross Sales Proceeds. The Agent Compensation shall be payable solely out of the compensation the Distributor receives from the Fund pursuant to the Distribution Agreement (the “Net ProceedsRelated Compensation”). Notwithstanding anything to the contrary in any other provision of this Agreement (or, for the avoidance of doubt, in the Addendum hereto), the Distributor shall have no obligation to pay any portion of the Agent Compensation to the Agent, or authorize the retention by the Agent of any portion of the Agent Compensation from the Gross Sales Proceeds, until the Distributor receives at least an equivalent amount of Related Compensation, and the Distributor’s obligation to the Agent for the Agent Compensation is limited solely to amounts payable out of the Related Compensation. (e) The Dealer Agent shall provide written confirmation to the Manager Distributor following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price per Share, the Net Proceeds, and the compensation payable by that the Manager to the Dealer Agent is owed with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the third second business day following the date on which such sales are made (each such day, a “Settlement Date”), unless otherwise agreed to in writing by the parties hereto. On each Settlement Date, the Shares sold through the Dealer Agent for settlement on such date shall be delivered by the Manager Fund at the request of the Distributor to the Dealer Agent against payment of (i) the Net Gross Sales Proceeds for the sale of such SharesShares or (ii) to the extent authorized by the Distributor, the Gross Sales Proceeds, less the Related Compensation. Settlement If the Agent is authorized by the Distributor to retain the Agent Compensation from the Gross Sales Proceeds for all such Shares shall be effected by free delivery the sale of the Shares Shares, then the Agent shall (i) pay to the Dealer’s account at The Depository Trust Company in return for payments Distributor an amount equal to the Related Compensation minus the Agent Compensation in same day funds delivered to the account account(s) designated by the ManagerDistributor and (ii) remit to the Fund the Gross Sales Proceeds, less the Related Compensation. If the Manager Distributor shall default on its obligation to deliver the Shares on any Settlement Date, subject to the Manager terms of Section 5 herein, the Distributor shall (A) hold the Dealer Agent harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Manager Distributor and (B) pay the Dealer Agent any commission to which it would otherwise be entitled absent such default. If the Dealer Agent breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the ManagerDistributor, subject to the terms of Section 5 herein, the Dealer will Agent shall (A) hold the Distributor harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Agent, (B) deliver such proceeds to the Distributor as soon as practicable and (C) pay the Manager Distributor interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the OfferingOfferings, the Manager shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request Distributor shall, no more than once per calendar quarter in which the Fund and the Distributor have requested, or anticipate requesting, that the Agent sell Shares pursuant to an Offering, provide to the Agent such certificates and other documents, in any case, as the Agent may reasonably request upon reasonable notice (but in no event upon notice of less than five business days) relating to authorization, capacity, enforceability and compliance matters. Any such certifications shall be made as of the end of the calendar quarter immediately preceding the calendar quarter in which such request by the Agent is made. (h) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor and the Fund of any material non-confidential claim or complaint, any material enforcement action or other material proceeding by a regulatory authority with respect to the Fund, the Shares or the Offerings against or directed at or to the Agent or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Agent, within the meaning of Section 15 of the Securities Act. (i) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor and the Fund of any examination by any regulatory agency or self-regulatory organization that has resulted in a material compliance deficiency in connection with the Offerings. (j) The Agent acknowledges that it has been informed that the Fund shall not offer or sell the Shares unless the Managed Distribution Plan Requirement (as defined herein) has been satisfied.]

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to determined by the Fund and together with the Manager Distributor or the Agent on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and together with the Manager Distributor or the Agent have determined the maximum amount of the Shares to be sold distributed by the Manager Distributor for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined belowherein) (the “Maximum Daily Amount”), and the minimum price per Share below which the Shares may not be sold by the Agent on any Offering Date (the “Minimum Daily Price”), the Distributor shall advise the Agent of the Maximum Daily Amount and the Minimum Daily Price. Subject to the terms and conditions hereof, the Dealer Agent shall use its reasonable best efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined belowherein); provided, however, that in no event shall the Agent sell Shares in excess of the Maximum Daily Amount or for a price per Share below the Minimum Daily Price. The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer Agent sells such Shares. (b) Notwithstanding the foregoing, the Manager Distributor or the Fund may instruct the Dealer Agent by telephone (confirmed promptly by telecopye-mail or other electronic means) of a revised Minimum Daily Price and/or a revised Maximum Daily Amount and the Agent shall not to sell the Shares if such sales cannot be effected at or above for a price agreed to by per Share below such revised Minimum Daily Price, or in a quantity in excess of such revised Maximum Daily Amount, after the Fund and the Manager with respect to giving of such Sharesnotice. In addition, the Manager Distributor or the Fund may, upon notice to the Dealer Agent by telephone (confirmed promptly by telecopye-mail or other electronic means), suspend the offering of the SharesShares at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer Agent agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act of 1933, as amended (the “Securities Act”), will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the DealerAgent, as a sub-placement agent of the Manager for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission (as set forth on the Addendum hereto) with respect to the Shares sold, multiplied by the Gross Sales ProceedsProceeds (the “Agent Compensation”), as further described in the Addendum to this Sub-Placement Agent Agreement (the “Agreement”). The remaining proceeds, after further deduction Agent shall not be responsible for any transaction fees imposed by any governmental or self-regulatory organization on the Fund or the Distributor in respect of such sales, shall constitute . The Distributor may pay the net proceeds Agent Compensation to the Manager for such Shares Agent, or may authorize the Agent to retain the Agent Compensation from the Gross Sales Proceeds. The Agent Compensation shall be payable solely out of the compensation the Distributor receives from the Fund pursuant to the Distribution Agreement (the “Net ProceedsRelated Compensation”). Notwithstanding anything to the contrary in any other provision of this Agreement (or, for the avoidance of doubt, in the Addendum hereto), the Distributor shall have no obligation to pay any portion of the Agent Compensation to the Agent, or authorize the retention by the Agent of any portion of the Agent Compensation from the Gross Sales Proceeds, until the Distributor receives at least an equivalent amount of Related Compensation, and the Distributor’s obligation to the Agent for the Agent Compensation is limited solely to amounts payable out of the Related Compensation. (e) The Dealer Agent shall provide written confirmation to the Manager Distributor following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price per Share, the Net Proceeds, and the compensation payable by that the Manager to the Dealer Agent is owed with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the third business day following the date on which such sales are made (each such day, a “Settlement Date”), unless otherwise agreed to in writing by the parties hereto. On each Settlement Date, the Shares sold through the Dealer Agent for settlement on such date shall be delivered by the Manager Fund at the request of the Distributor to the Dealer Agent against payment of (i) the Net Gross Sales Proceeds for the sale of such SharesShares or (ii) to the extent authorized by the Distributor, the Gross Sales Proceeds, less the Related Compensation. Settlement If the Agent is authorized by the Distributor to retain the Agent Compensation from the Gross Sales Proceeds for all such Shares shall be effected by free delivery the sale of the Shares Shares, then the Agent shall (i) pay to the Dealer’s account at The Depository Trust Company in return for payments Distributor an amount equal to the Related Compensation minus the Agent Compensation in same day funds delivered to the account account(s) designated by the ManagerDistributor and (ii) remit to the Fund the Gross Sales Proceeds, less the Related Compensation. If the Manager Distributor shall default on its obligation to deliver the Shares on any Settlement Date, subject to the Manager terms of Section 5 herein, the Distributor shall (A) hold the Dealer Agent harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Manager Distributor and (B) pay the Dealer Agent any commission to which it would otherwise be entitled absent such default. If the Dealer Agent breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the ManagerDistributor, subject to the terms of Section 5 herein, the Dealer will Agent shall (A) hold the Distributor harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Agent, (B) deliver such proceeds to the Distributor as soon as practicable and (C) pay the Manager Distributor interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the OfferingOfferings, the Manager shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request Distributor shall, no more than once per calendar quarter in which the Fund and the Distributor have requested, or anticipate requesting, that the Agent sell Shares pursuant to an Offering, provide to the Agent such certificates and other documents, in any case, as the Agent may reasonably request upon reasonable notice (but in no event upon notice of less than five business days) relating to authorization, capacity, enforceability and compliance matters. Any such certifications shall be made as of the end of the calendar quarter immediately preceding the calendar quarter in which such request by the Agent is made. (h) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor and the Fund of any material non-confidential claim or complaint, any material enforcement action or other material proceeding by a regulatory authority with respect to the Fund, the Shares or the Offerings against or directed at or to the Agent or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Agent, within the meaning of Section 15 of the Securities Act. (i) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor and the Fund of any examination by any regulatory agency or self-regulatory organization that has resulted in a material compliance deficiency in connection with the Offerings.

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Fund and the Manager Distributor on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and the Manager Distributor have determined the maximum amount of the Shares to be sold by the Manager Distributor for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined below) (the “Maximum Daily Amount”), and the minimum price per Share below which the Shares may not be sold by the Agent on any Offering Date (the “Minimum Daily Price”), the Distributor shall advise the Agent of the Maximum Daily Amount and the Minimum Daily Price. Subject to the terms and conditions hereof, the Dealer Agent shall use its reasonable best efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined below)Prospectus; provided, however, that in no event shall the Agent sell Shares in excess of the Maximum Daily Amount or for a price per Share below the Minimum Daily Price. The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer Agent sells such Shares. (b) Notwithstanding the foregoing, the Manager Distributor or the Fund may instruct the Dealer Agent by telephone (confirmed promptly by e-mail or telecopy) of a revised Minimum Daily Price and/or a revised Maximum Daily Amount and the Agent shall not to sell the Shares if such sales cannot be effected at or above for a price agreed to by per Share below such revised Minimum Daily Price, or in a quantity in excess of such revised Maximum Daily Amount, after the Fund and the Manager with respect to giving of such Sharesnotice. In addition, the Manager Distributor or the Fund may, upon notice to the Dealer Agent by telephone (confirmed promptly by e-mail or telecopy), suspend the offering of the SharesShares at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer Agent agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”), will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the DealerAgent, as a sub-placement agent of the Manager for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission (as set forth in the Addendum hereto) with respect to the Shares sold, multiplied by the Gross Sales ProceedsProceeds (the “Agent Compensation”), as further described in the Addendum to this Sub-Placement Agent Agreement (the “Agreement”). The remaining proceeds, after further deduction Agent shall not be responsible for any transaction fees imposed by any governmental or self-regulatory organization on the Fund or the Distributor in respect of such sales, shall constitute . The Distributor may pay the net proceeds Agent Compensation to the Manager for such Shares Agent, or may authorize the Agent to retain the Agent Compensation from the Gross Sales Proceeds. The Agent Compensation shall be payable solely out of the compensation the Distributor receives from the Fund pursuant to the Distribution Agreement (the “Net ProceedsRelated Compensation”). Notwithstanding anything to the contrary in any other provision of this Agreement (or, for the avoidance of doubt, in the Addendum hereto), the Distributor shall have no obligation to pay any portion of the Agent Compensation to the Agent, or authorize the retention by the Agent of any portion of the Agent Compensation from the Gross Sales Proceeds, until the Distributor receives at least an equivalent amount of Related Compensation, and the Distributor’s obligation to the Agent for the Agent Compensation is limited solely to amounts payable out of the Related Compensation. (e) The Dealer Agent shall provide written confirmation to the Manager Distributor following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price (as defined in the Addendum to this Agreement) per Share, the Net Proceeds, and the compensation payable by that the Manager to the Dealer Agent is owed with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the third second business day following the date on which such sales are made (each such day, a “Settlement Date”), unless otherwise agreed to in writing by the parties hereto. On each Settlement Date, the Shares sold through the Dealer Agent for settlement on such date shall be delivered by the Manager Distributor to the Dealer Agent against payment of the Net Gross Sales Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares to the DealerAgent’s account at The Depository Trust Company in return for payments in same day funds delivered to the account account(s) designated by the ManagerDistributor. If the Manager Distributor shall default on its obligation to deliver the Shares on any Settlement Date, subject to the Manager terms of Section 5 herein, the Distributor shall (A) hold the Dealer Agent harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Manager Distributor and (B) pay the Dealer Agent any commission to which it would otherwise be entitled absent such default. If the Dealer Agent breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the ManagerDistributor, subject to the terms of Section 5 herein, the Dealer will Agent shall (A) hold the Distributor harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Agent, (B) deliver such proceeds to the Distributor as soon as practicable and (C) pay the Manager Distributor interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the OfferingOfferings, the Manager shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request Distributor shall, no more than once per calendar quarter in which the Fund and the Distributor have requested, or anticipate requesting, that the Agent sell Shares pursuant to an Offering, provide to the Agent such certificates and other documents, in any case, as the Agent may reasonably request upon reasonable notice (but in no event upon notice of less than five business days) relating to authorization, capacity, enforceability and compliance matters. Any such certifications shall be made as of the end of the calendar quarter immediately preceding the calendar quarter in which such request by the Agent is made. (h) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor of any material non-confidential claim or complaint, any material enforcement action or other material proceeding by a regulatory authority with respect to the Fund, the Shares or the Offerings against or directed at or to the Agent or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Agent, within the meaning of Section 15 of the Securities Act. (i) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor of any examination by any regulatory agency or self-regulatory organization that has resulted in a material compliance deficiency finding in connection with the Offerings.

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to determined by the Fund and together with the Manager Distributor or the Agent on any day (each, an “"Offering Date”") that is a trading day for the exchange on which the Fund’s 's Shares are listed and primarily trade (the “"Stock Exchange”") (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and together with the Manager Distributor or the Agent have determined the maximum amount of the Shares to be sold distributed by the Manager Distributor for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined belowherein) (the "Maximum Daily Amount"), and the minimum price per Share below which the Shares may not be sold by the Agent on any Offering Date (the "Minimum Daily Price"), the Distributor and/or the Fund’s investment adviser, RiverNorth Capital Management, LLC, or subadviser, DoubleLine Capital LP, shall advise the Agent of the Maximum Daily Amount and the Minimum Daily Price. Subject to the terms and conditions hereof, the Dealer Agent shall use its reasonable best efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined belowherein); provided, however, that in no event shall the Agent sell Shares in excess of the Maximum Daily Amount or for a price per Share below the Minimum Daily Price. The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer Agent sells such Shares. (b) Notwithstanding the foregoing, the Manager Distributor or the Fund may instruct the Dealer Agent by telephone (confirmed promptly by telecopye-mail or other electronic means) of a revised Minimum Daily Price and/or a revised Maximum Daily Amount and the Agent shall not to sell the Shares if such sales cannot be effected at or above for a price agreed to by per Share below such revised Minimum Daily Price, or in a quantity in excess of such revised Maximum Daily Amount, after the Fund and the Manager with respect to giving of such Sharesnotice. In addition, the Manager Distributor or the Fund may, upon notice to the Dealer Agent by telephone (confirmed promptly by telecopye-mail or other electronic means), suspend the offering of the SharesShares at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ ' respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer Agent agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act of 1933, as amended (the "Securities Act"), will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the DealerAgent, as a sub-placement agent of the Manager for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission (as set forth on the Addendum hereto) with respect to the Shares sold, multiplied by the Gross Sales ProceedsProceeds (as defined in the Addendum attached hereto) (the "Agent Compensation"), as further described in the Addendum to this Sub-Placement Agent Agreement (the "Agreement"). The remaining proceeds, after further deduction Agent shall not be responsible for any transaction fees imposed by any governmental or self-regulatory organization on the Fund or the Distributor in respect of such sales, shall constitute . The Distributor may pay the net proceeds Agent Compensation to the Manager for such Shares Agent, or may authorize the Agent to retain the Agent Compensation from the Gross Sales Proceeds. The Agent Compensation shall be payable solely out of the compensation the Distributor receives from the Fund pursuant to the Distribution Agreement (the “Net "Related Compensation"). Notwithstanding anything to the contrary in any other provision of this Agreement (or, for the avoidance of doubt, in the Addendum hereto), the Distributor shall have no obligation to pay any portion of the Agent Compensation to the Agent, or authorize the retention by the Agent of any portion of the Agent Compensation from the Gross Sales Proceeds”), until the Distributor receives at least an equivalent amount of Related Compensation, and the Distributor's obligation to the Agent for the Agent Compensation is limited solely to amounts payable out of the Related Compensation. (e) The Dealer Agent shall provide written confirmation to the Manager Distributor following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price (as defined in the Addendum attached hereto) per Share, the Net Proceeds, and the compensation payable by that the Manager to the Dealer Agent is owed with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the third second business day following the date on which such sales are made (each such day, a “"Settlement Date”"). On each Settlement Date, the Shares sold through the Dealer Agent for settlement on such date shall be delivered by the Manager Fund at the request of the Distributor to the Dealer Agent against payment of (i) the Net Gross Sales Proceeds for the sale of such SharesShares or (ii) to the extent authorized by the Distributor, the Gross Sales Proceeds, less the Related Compensation. Settlement If the Agent is authorized by the Distributor to retain the Agent Compensation from the Gross Sales Proceeds for all such Shares shall be effected by free delivery the sale of the Shares Shares, then the Agent shall (i) pay to the Dealer’s account at The Depository Trust Company in return for payments Distributor an amount equal to the Related Compensation minus the Agent Compensation in same day funds delivered to the account account(s) designated by the ManagerDistributor and (ii) remit to the Fund the Gross Sales Proceeds, less the Related Compensation. If the Manager Distributor shall default on its obligation to deliver the Shares on any Settlement Date, subject to the Manager terms of Section 5 herein, the Distributor shall (A) hold the Dealer Agent harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Manager Distributor and (B) pay the Dealer Agent any commission to which it would otherwise be entitled absent such default. If the Dealer Agent breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the ManagerDistributor, subject to the terms of Section 5 herein, the Dealer will Agent shall (A) hold the Distributor harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Agent, (B) deliver such proceeds to the Distributor as soon as practicable and (C) pay the Manager Distributor interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the OfferingOfferings, the Manager shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request Distributor shall, no more than once per calendar quarter in which the Fund and the Distributor have requested, or anticipate requesting, that the Agent sell Shares pursuant to an Offering, provide to the Agent such certificates and other documents, in any case, as the Agent may reasonably request upon reasonable notice (but in no event upon notice of less than five business days) relating to authorization, capacity, enforceability and compliance matters. Any such certifications shall be made as of the end of the calendar quarter immediately preceding the calendar quarter in which such request by the Agent is made. (h) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor of any material non-confidential claim or complaint, any material enforcement action or other material proceeding by a regulatory authority with respect to the Fund, the Shares or the Offerings against or directed at or to the Agent or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Agent, within the meaning of Section 15 of the Securities Act. (i) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor of any examination by any regulatory agency or self-regulatory organization that has resulted in a material compliance deficiency in connection with the Offerings.

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to determined by the Fund and together with the Manager Distributor or the Agent on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and together with the Manager Distributor or the Agent have determined the maximum amount of the Shares to be sold distributed by the Manager Distributor for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined belowherein) (the “Maximum Daily Amount”), and the minimum price per Share below which the Shares may not be sold by the Agent on any Offering Date (the “Minimum Daily Price”), the Distributor shall advise the Agent of the Maximum Daily Amount and the Minimum Daily Price. Subject to the terms and conditions hereof, the Dealer Agent shall use its reasonable best efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined belowherein); provided, however, that in no event shall the Agent sell Shares in excess of the Maximum Daily Amount or for a price per Share below the Minimum Daily Price. The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer Agent sells such Shares. (b) Notwithstanding the foregoing, the Manager Distributor or the Fund may instruct the Dealer Agent by telephone (confirmed promptly by telecopye-mail or other electronic means) of a revised Minimum Daily Price and/or a revised Maximum Daily Amount and the Agent shall not to sell the Shares if such sales cannot be effected at or above for a price agreed to by per Share below such revised Minimum Daily Price, or in a quantity in excess of such revised Maximum Daily Amount, after the Fund and the Manager with respect to giving of such Sharesnotice. In addition, the Manager Distributor or the Fund may, upon notice to the Dealer Agent by telephone (confirmed promptly by telecopye-mail or other electronic means), suspend the offering of the SharesShares at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer Agent agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the DealerAgent, as a sub-placement agent of the Manager for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission (as set forth on the Addendum hereto) with respect to the Shares sold, multiplied by the Gross Sales ProceedsProceeds (the “Agent Compensation”), as further described in the Addendum to this Sub-Placement Agent Agreement (the “Agreement”). The remaining proceeds, after further deduction Agent shall not be responsible for any transaction fees imposed by any governmental or self-regulatory organization on the Fund or the Distributor in respect of such sales, shall constitute . The Distributor may pay the net proceeds Agent Compensation to the Manager for such Shares Agent, or may authorize the Agent to retain the Agent Compensation from the Gross Sales Proceeds. The Agent Compensation shall be payable solely out of the compensation the Distributor receives from the Fund pursuant to the Distribution Agreement (the “Net ProceedsRelated Compensation”). Notwithstanding anything to the contrary in any other provision of this Agreement (or, for the avoidance of doubt, in the Addendum hereto), the Distributor shall have no obligation to pay any portion of the Agent Compensation to the Agent, or authorize the retention by the Agent of any portion of the Agent Compensation from the Gross Sales Proceeds, until the Distributor receives at least an equivalent amount of Related Compensation, and the Distributor’s obligation to the Agent for the Agent Compensation is limited solely to amounts payable out of the Related Compensation. (e) The Dealer Agent shall provide written confirmation to the Manager Distributor following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price per Share, the Net Proceeds, and the compensation payable by that the Manager to the Dealer Agent is owed with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the third second business day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Dealer Agent for settlement on such date shall be delivered by the Manager Fund at the request of the Distributor to the Dealer Agent against payment of (i) the Net Gross Sales Proceeds for the sale of such SharesShares or (ii) to the extent authorized by the Distributor, the Gross Sales Proceeds, less the Related Compensation. Settlement If the Agent is authorized by the Distributor to retain the Agent Compensation from the Gross Sales Proceeds for all such Shares shall be effected by free delivery the sale of the Shares Shares, then the Agent shall (i) pay to the Dealer’s account at The Depository Trust Company in return for payments Distributor an amount equal to the Related Compensation minus the Agent Compensation in same day funds delivered to the account account(s) designated by the ManagerDistributor and (ii) remit to the Fund the Gross Sales Proceeds, less the Related Compensation. If the Manager Distributor shall default on its obligation to deliver the Shares on any Settlement Date, subject to the Manager terms of Section 5 herein, the Distributor shall (A) hold the Dealer Agent harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Manager Distributor and (B) pay the Dealer Agent any commission to which it would otherwise be entitled absent such default. If the Dealer Agent breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the ManagerDistributor, subject to the terms of Section 5 herein, the Dealer will Agent shall (A) hold the Distributor harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Agent, (B) deliver such proceeds to the Distributor as soon as practicable and (C) pay the Manager Distributor interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the OfferingOfferings, the Manager shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request Distributor shall, no more than once per calendar quarter in which the Fund and the Distributor have requested, or anticipate requesting, that the Agent sell Shares pursuant to an Offering, provide to the Agent such certificates and other documents, in any case, as the Agent may reasonably request upon reasonable notice (but in no event upon notice of less than five business days) relating to authorization, capacity, enforceability and compliance matters. Any such certifications shall be made as of the end of the calendar quarter immediately preceding the calendar quarter in which such request by the Agent is made. (h) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor of any material non-confidential claim or complaint, any material enforcement action or other material proceeding by a regulatory authority with respect to the Fund, the Shares or the Offerings against or directed at or to the Agent or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Agent, within the meaning of Section 15 of the Securities Act. (i) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor of any examination by any regulatory agency or self-regulatory organization that has resulted in a material compliance deficiency in connection with the Offerings.

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Fund and the Manager on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and the Manager have determined the maximum amount of the Shares to be sold by the Manager for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined below). Subject to the terms and conditions hereof, the Dealer shall use its reasonable best efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined below). The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer sells such Shares. (b) Notwithstanding the foregoing, the Manager may instruct the Dealer by telephone (confirmed promptly by e-mail or telecopy) not to sell the Shares if such sales cannot be effected at or above a price agreed to by the Fund and the Manager with respect to such Shares. In addition, the Manager may, upon notice to the Dealer by telephone (confirmed promptly by e-mail or telecopy), suspend the offering of the SharesShares at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act of 1933, as amended (the “Securities Act”), will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the Dealer, as a sub-placement agent of the Manager Manager, for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission with respect to the Shares sold, multiplied by the Gross Sales Proceeds, as further described in the Addendum to this Agreement. The remaining proceeds, after further deduction Dealer shall not be responsible for any transaction fees imposed by any governmental or self-regulatory organization on the Fund or the Manager in respect of such sales. The compensation to the Manager, as manager of registered at-the-market offerings by the Fund, for each sale of the Shares pursuant to this Section 1, before any fees imposed by any governmental or self-regulatory organization on the Fund or the Manager in respect of such sales, shall constitute be the net proceeds Manager Retention with respect to the Manager for such Shares (sold, multiplied by the “Net Gross Sales Proceeds”), as further described in the Addendum to this Agreement. (e) The Dealer shall provide written confirmation to the Manager following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price per Share, the Net Proceedscompensation payable to the Manager with respect to such sales, and the compensation payable by the Manager to the Dealer with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the third second business day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Dealer for settlement on such date shall be delivered by the Manager to the Dealer against payment of the Net Gross Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares to the Dealer’s account at The Depository Trust Company in return for payments in same day funds delivered to the account designated by the Manager. If the Manager shall default on its obligation to deliver the Shares on any Settlement Date, subject to the terms of Section 4 herein, the Manager shall (A) hold the Dealer harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Manager and (B) pay the Dealer any commission to which it would otherwise be entitled absent such default. If the Dealer breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the Manager, the Dealer will pay the Manager interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the OfferingOfferings, the Manager shall provide to the Dealer such certificates and other documents as Dealer, at the Dealer may reasonably Dealer’s request no more than once per calendar quarter quarter, (i) a certificate signed by the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the Treasurer, the President, an Executive Vice President or a Senior Vice President of the Manager to the effect that (A) the representations and warranties of the Manager in this Agreement are true and correct with the same force and effect as though expressly made at and as of the date thereof and the Manager has performed or complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the date thereof, (B) to their knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or threatened by the Securities and Exchange Commission (the “Commission”) and (C) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any material adverse change or development involving a prospective material adverse change to the business, properties, financial condition or results of operations of the Fund; (ii) a certificate signed by the Secretary or Assistant Secretary of the Manager relating to authorization, capacity, enforceability capacity and compliance incumbency matters; and (iii) such other certificates and documents related to the Offerings at the Dealer’s reasonable request.

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to determined by the Fund and together with the Manager Distributor or the Agent on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and together with the Manager Distributor or the Agent have determined the maximum amount of the Shares to be sold distributed by the Manager Distributor for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined belowherein) (the “Maximum Daily Amount”), and the minimum price per Share below which the Shares may not be sold by the Agent on any Offering Date (the “Minimum Daily Price”), the Distributor shall advise the Agent of the Maximum Daily Amount and the Minimum Daily Price. Subject to the terms and conditions hereof, the Dealer Agent shall use its reasonable best efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined belowherein); provided, however, that in no event shall the Agent sell Shares in excess of the Maximum Daily Amount or for a price per Share below the Minimum Daily Price. The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer Agent sells such Shares. (b) Notwithstanding the foregoing, the Manager Distributor or the Fund may instruct the Dealer Agent by telephone (confirmed promptly by telecopye-mail or other electronic means) of a revised Minimum Daily Price and/or a revised Maximum Daily Amount and the Agent shall not to sell the Shares if such sales cannot be effected at or above for a price agreed to by per Share below such revised Minimum Daily Price, or in a quantity in excess of such revised Maximum Daily Amount, after the Fund and the Manager with respect to giving of such Sharesnotice. In addition, the Manager Distributor or the Fund may, upon notice to the Dealer Agent by telephone (confirmed promptly by telecopye-mail or other electronic means), suspend the offering of the SharesShares at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer Agent agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act of 1933, as amended (the “Securities Act”), will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the DealerAgent, as a sub-placement agent of the Manager for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission (as set forth on the Addendum hereto) with respect to the Shares sold, multiplied by the Gross Sales ProceedsProceeds (the “Agent Compensation”), as further described in the Addendum to this Sub-Placement Agent Agreement (the “Agreement”). The remaining proceeds, after further deduction Agent shall not be responsible for any transaction fees imposed by any governmental or self-regulatory organization on the Fund or the Distributor in respect of such sales, shall constitute . The Distributor may pay the net proceeds Agent Compensation to the Manager for such Shares Agent, or may authorize the Agent to retain the Agent Compensation from the Gross Sales Proceeds. The Agent Compensation shall be payable solely out of the compensation the Distributor receives from the Fund pursuant to the Distribution Agreement (the “Net ProceedsRelated Compensation”). Notwithstanding anything to the contrary in any other provision of this Agreement (or, for the avoidance of doubt, in the Addendum hereto), the Distributor shall have no obligation to pay any portion of the Agent Compensation to the Agent, or authorize the retention by the Agent of any portion of the Agent Compensation from the Gross Sales Proceeds, until the Distributor receives at least an equivalent amount of Related Compensation, and the Distributor’s obligation to the Agent for the Agent Compensation is limited solely to amounts payable out of the Related Compensation. (e) The Dealer Agent shall provide written confirmation to the Manager Distributor following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price per Share, the Net Proceeds, and the compensation payable by that the Manager to the Dealer Agent is owed with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the third second business day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Dealer Agent for settlement on such date shall be delivered by the Manager Fund at the request of the Distributor to the Dealer Agent against payment of (i) the Net Gross Sales Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares or (ii) to the Dealer’s account at The Depository Trust Company in return for payments in same day funds delivered to the account designated extent authorized by the Manager. If the Manager shall default on its obligation to deliver the Shares on any Settlement DateDistributor, the Manager shall (A) hold Gross Sales Proceeds, less the Dealer harmless against any loss, claim or damage arising from or as a result of such default by the Manager and (B) pay the Dealer any commission to which it would otherwise be entitled absent such default. If the Dealer breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the Manager, the Dealer will pay the Manager interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the Offering, the Manager shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request no more than once per calendar quarter relating to authorization, capacity, enforceability and compliance matters.Related

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Fund and the Manager Distributor on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and the Manager Distributor have determined the maximum amount of the Shares to be sold by the Manager Distributor for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined below) (the “Maximum Daily Amount”), and the minimum price per Share below which the Shares may not be sold by the Agent on any Offering Date (the “Minimum Daily Price”), the Distributor shall advise the Agent of the Maximum Daily Amount and the Minimum Daily Price. Subject to the terms and conditions hereof, the Dealer Agent shall use its reasonable best efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined below)Prospectus; provided, however, that in no event shall the Agent sell Shares in excess of the Maximum Daily Amount or for a price per Share below the Minimum Daily Price. The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer Agent sells such Shares. (b) Notwithstanding the foregoing, the Manager Distributor or the Fund may instruct the Dealer Agent by telephone (confirmed promptly by e-mail or telecopy) of a revised Minimum Daily Price and/or a revised Maximum Daily Amount and the Agent shall not to sell the Shares if such sales cannot be effected at or above for a price agreed to by per Share below such revised Minimum Daily Price, or in a quantity in excess of such revised Maximum Daily Amount, after the Fund and the Manager with respect to giving of such Sharesnotice. In addition, the Manager Distributor or the Fund may, upon notice to the Dealer Agent by telephone (confirmed promptly by e-mail or telecopy), suspend the offering of the SharesShares at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer Agent agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act of 1933, as amended (the “Securities Act”), will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the DealerAgent, as a sub-placement agent of the Manager for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission with respect to the Shares sold, multiplied by the Gross Sales ProceedsProceeds (the “Agent Compensation”), as further described in the Addendum to this Sub-Placement Agent Agreement (the “Agreement”). The remaining proceeds, after further deduction Agent shall not be responsible for any transaction fees imposed by any governmental or self-regulatory organization on the Fund or the Distributor in respect of such sales, shall constitute . The Distributor may pay the net proceeds Agent Compensation to the Manager for such Shares Agent, or may authorize the Agent to retain the Agent Compensation from the Gross Sales Proceeds. The Agent Compensation shall be payable solely out of the compensation the Distributor receives from the Fund pursuant to the Distribution Agreement (the “Net ProceedsRelated Compensation”). Notwithstanding anything to the contrary in any other provision of this Agreement (or, for the avoidance of doubt, in the Addendum hereto), the Distributor shall have no obligation to pay any portion of the Agent Compensation to the Agent, or authorize the retention by the Agent of any portion of the Agent Compensation from the Gross Sales Proceeds, until the Distributor receives at least an equivalent amount of Related Compensation, and the Distributor’s obligation to the Agent for the Agent Compensation is limited solely to amounts payable out of the Related Compensation. (e) The Dealer Agent shall provide written confirmation to the Manager Distributor following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price per Share, the Net Proceeds, and the compensation payable by that the Manager to the Dealer Agent is owed with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the third second business day following the date on which such sales are made (each such day, a “Settlement Date”), unless otherwise agreed to in writing by the parties hereto. On each Settlement Date, the Shares sold through the Dealer Agent for settlement on such date shall be delivered by the Manager Distributor to the Dealer Agent against payment of the Net Gross Sales Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares to the DealerAgent’s account at The Depository Trust Company in return for payments in same day funds delivered to the account account(s) designated by the ManagerDistributor. If the Manager Distributor shall default on its obligation to deliver the Shares on any Settlement Date, subject to the Manager terms of Section 5 herein, the Distributor shall (A) hold the Dealer Agent harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Manager Distributor and (B) pay the Dealer Agent any commission to which it would otherwise be entitled absent such default. If the Dealer Agent breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the ManagerDistributor, subject to the terms of Section 5 herein, the Dealer will Agent shall (A) hold the Distributor harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Agent, (B) deliver such proceeds to the Distributor as soon as practicable and (C) pay the Manager Distributor interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the OfferingOfferings, the Manager shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request Distributor shall, no more than once per calendar quarter in which the Fund and the Distributor have requested, or anticipate requesting, that the Agent sell Shares pursuant to an Offering, provide to the Agent such certificates and other documents, in any case, as the Agent may reasonably request upon reasonable notice (but in no event upon notice of less than five business days) relating to authorization, capacity, enforceability and compliance matters. Any such certifications shall be made as of the end of the calendar quarter immediately preceding the calendar quarter in which such request by the Agent is made. (h) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor of any material non-confidential claim or complaint, any material enforcement action or other material proceeding by a regulatory authority with respect to the Fund, the Shares or the Offerings against or directed at or to the Agent or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Agent, within the meaning of Section 15 of the Securities Act. (i) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor of any examination by any regulatory agency or self-regulatory organization that has resulted in a material compliance deficiency in connection with the Offerings.

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to determined by the Fund and together with the Manager Distributor or the Agent on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and together with the Manager Distributor or the Agent have determined the maximum amount of the Shares to be sold distributed by the Manager Distributor for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined belowherein) (the “Maximum Daily Amount”), and the minimum price per Share below which the Shares may not be sold by the Agent on any Offering Date (the “Minimum Daily Price”), the Distributor shall advise the Agent of the Maximum Daily Amount and the Minimum Daily Price. Subject to the terms and conditions hereof, the Dealer Agent shall use its reasonable best efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined belowherein); provided, however, that in no event shall the Agent sell Shares in excess of the Maximum Daily Amount or for a price per Share below the Minimum Daily Price. The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer Agent sells such Shares. (b) Notwithstanding the foregoing, the Manager Distributor or the Fund may instruct the Dealer Agent by telephone (confirmed promptly by telecopye-mail or other electronic means) of a revised Minimum Daily Price and/or a revised Maximum Daily Amount and the Agent shall not to sell the Shares if such sales cannot be effected at or above for a price agreed to by per Share below such revised Minimum Daily Price, or in a quantity in excess of such revised Maximum Daily Amount, after the Fund and the Manager with respect to giving of such Sharesnotice. In addition, the Manager Distributor or the Fund may, upon notice to the Dealer Agent by telephone (confirmed promptly by telecopye-mail or other electronic means), suspend the offering of the SharesShares at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer Agent agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act of 1933, as amended (the “Securities Act”), will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the DealerAgent, as a sub-placement agent of the Manager for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission (as set forth on the Addendum hereto) with respect to the Shares sold, multiplied by the Gross Sales ProceedsProceeds (the “Agent Compensation”), as further described in the Addendum to this Sub-Placement Agent Agreement (the “Agreement”). The remaining proceeds, after further deduction Agent shall not be responsible for any transaction fees imposed by any governmental or self-regulatory organization on the Fund or the Distributor in respect of such sales, shall constitute . The Distributor may pay the net proceeds Agent Compensation to the Manager for such Shares Agent, or may authorize the Agent to retain the Agent Compensation from the Gross Sales Proceeds. The Agent Compensation shall be payable solely out of the compensation the Distributor receives from the Fund pursuant to the Distribution Agreement (the “Net ProceedsRelated Compensation”). Notwithstanding anything to the contrary in any other provision of this Agreement (or, for the avoidance of doubt, in the Addendum hereto), the Distributor shall have no obligation to pay any portion of the Agent Compensation to the Agent, or authorize the retention by the Agent of any portion of the Agent Compensation from the Gross Sales Proceeds, until the Distributor receives at least an equivalent amount of Related Compensation, and the Distributor’s obligation to the Agent for the Agent Compensation is limited solely to amounts payable out of the Related Compensation. (e) The Dealer Agent shall provide written confirmation to the Manager Distributor following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price per Share, the Net Proceeds, and the compensation payable by that the Manager to the Dealer Agent is owed with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the third second business day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Dealer Agent for settlement on such date shall be delivered by the Manager Fund at the request of the Distributor to the Dealer Agent against payment of (i) the Net Gross Sales Proceeds for the sale of such SharesShares or (ii) to the extent authorized by the Distributor, the Gross Sales Proceeds, less the Related Compensation. Settlement If the Agent is authorized by the Distributor to retain the Agent Compensation from the Gross Sales Proceeds for all such Shares shall be effected by free delivery the sale of the Shares Shares, then the Agent shall (i) pay to the Dealer’s account at The Depository Trust Company in return for payments Distributor an amount equal to the Related Compensation minus the Agent Compensation in same day funds delivered to the account account(s) designated by the Manager. If the Manager shall default on its obligation to deliver the Shares on any Settlement Date, the Manager shall (A) hold the Dealer harmless against any loss, claim or damage arising from or as a result of such default by the Manager Distributor and (Bii) pay the Dealer any commission to which it would otherwise be entitled absent such default. If the Dealer breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the Manager, the Dealer will pay the Manager interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the Offering, the Manager shall provide remit to the Dealer such certificates and other documents as Fund the Dealer may reasonably request no more than once per calendar quarter relating to authorizationGross Sales Proceeds, capacity, enforceability and compliance matters.less

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Fund and the Manager Distributor on any day (each, an ““ Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and the Manager Distributor have determined the maximum amount of the Shares to be sold by the Manager Distributor for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined below) (the “Maximum Daily Amount”), and the minimum price per Share below which the Shares may not be sold by the Agent on any Offering Date (the “Minimum Daily Price”), the Distributor shall advise the Agent of the Maximum Daily Amount and the Minimum Daily Price. Subject to the terms and conditions hereof, the Dealer Agent shall use its reasonable best efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined below)Prospectus; provided, however, that in no event shall the Agent sell Shares in excess of the Maximum Daily Amount or for a price per Share below the Minimum Daily Price. The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer Agent sells such Shares. (b) Notwithstanding the foregoing, the Manager Distributor or the Fund may instruct the Dealer Agent by telephone (confirmed promptly by e-mail or telecopy) of a revised Minimum Daily Price and/or a revised Maximum Daily Amount and the Agent shall not to sell the Shares if such sales cannot be effected at or above for a price agreed to by per Share below such revised Minimum Daily Price, or in a quantity in excess of such revised Maximum Daily Amount, after the Fund and the Manager with respect to giving of such Sharesnotice. In addition, the Manager Distributor or the Fund may, upon notice to the Dealer Agent by telephone (confirmed promptly by e-mail or telecopy), suspend the offering of the SharesShares at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer Agent agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act of 1933, as amended (the “Securities Act”), will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the DealerAgent, as a sub-placement agent of the Manager for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission with respect to the Shares sold, multiplied by the Gross Sales ProceedsProceeds (the “Agent Compensation”), as further described in the Addendum to this Sub-Placement Agent Agreement (the “Agreement”). The remaining proceeds, after further deduction Agent shall not be responsible for any transaction fees imposed by any governmental or self-regulatory organization on the Fund or the Distributor in respect of such sales, shall constitute . The Distributor may pay the net proceeds Agent Compensation to the Manager for such Shares Agent, or may authorize the Agent to retain the Agent Compensation from the Gross Sales Proceeds. The Agent Compensation shall be payable solely out of the compensation the Distributor receives from the Fund pursuant to the Distribution Agreement (the “Net ProceedsRelated Compensation”). Notwithstanding anything to the contrary in any other provision of this Agreement (or, for the avoidance of doubt, in the Addendum hereto), the Distributor shall have no obligation to pay any portion of the Agent Compensation to the Agent, or authorize the retention by the Agent of any portion of the Agent Compensation from the Gross Sales Proceeds, until the Distributor receives at least an equivalent amount of Related Compensation, and the Distributor’s obligation to the Agent for the Agent Compensation is limited solely to amounts payable out of the Related Compensation. (e) The Dealer Agent shall provide written confirmation to the Manager Distributor following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price per Share, the Net Proceeds, and the compensation payable by that the Manager to the Dealer Agent is owed with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the third second business day following the date on which such sales are made (each such day, a “Settlement Date”), unless otherwise agreed to in writing by the parties hereto. On each Settlement Date, the Shares sold through the Dealer Agent for settlement on such date shall be delivered by the Manager Distributor to the Dealer Agent against payment of the Net Gross Sales Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares to the DealerAgent’s account at The Depository Trust Company in return for payments in same day funds delivered to the account account(s) designated by the ManagerDistributor. If the Manager Distributor shall default on its obligation to deliver the Shares on any Settlement Date, subject to the Manager terms of Section 5 herein, the Distributor shall (A) hold the Dealer Agent harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Manager Distributor and (B) pay the Dealer Agent any commission to which it would otherwise be entitled absent such default. If the Dealer Agent breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the ManagerDistributor, subject to the terms of Section 5 herein, the Dealer will Agent shall (A) hold the Distributor harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Agent, (B) deliver such proceeds to the Distributor as soon as practicable and (C) pay the Manager Distributor interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the OfferingOfferings, the Manager shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request Distributor shall, no more than once per calendar quarter in which the Fund and the Distributor have requested, or anticipate requesting, that the Agent sell Shares pursuant to an Offering, provide to the Agent such certificates and other documents, in any case, as the Agent may reasonably request upon reasonable notice (but in no event upon notice of less than five business days) relating to authorization, capacity, enforceability and compliance matters. Any such certifications shall be made as of the end of the calendar quarter immediately preceding the calendar quarter in which such request by the Agent is made. (h) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor of any material non-confidential claim or complaint, any material enforcement action or other material proceeding by a regulatory authority with respect to the Fund, the Shares or the Offerings against or directed at or to the Agent or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Agent, within the meaning of Section 15 of the Securities Act. (i) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor of any examination by any regulatory agency or self-regulatory organization that has resulted in a material compliance deficiency in connection with the Offerings.

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to determined by the Fund and together with the Manager Distributor or the Agent on any day (each, an “"Offering Date”") that is a trading day for the exchange on which the Fund’s 's Shares are listed and primarily trade (the “"Stock Exchange”") (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and together with the Manager Distributor or the Agent have determined the maximum amount of the Shares to be sold distributed by the Manager Distributor for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined belowherein) (the "Maximum Daily Amount"), and the minimum price per Share below which the Shares may not be sold by the Agent on any Offering Date (the "Minimum Daily Price"), the Distributor and/or the Fund's investment adviser, RiverNorth Capital Management, LLC, or subadviser, MacKay ▇▇▇▇▇▇▇ LLC, shall advise the Agent of the Maximum Daily Amount and the Minimum Daily Price. Subject to the terms and conditions hereof, the Dealer Agent shall use its reasonable best efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined belowherein); provided, however, that in no event shall the Agent sell Shares in excess of the Maximum Daily Amount or for a price per Share below the Minimum Daily Price. The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer Agent sells such Shares. (b) Notwithstanding the foregoing, the Manager Distributor or the Fund may instruct the Dealer Agent by telephone (confirmed promptly by telecopye-mail or other electronic means) of a revised Minimum Daily Price and/or a revised Maximum Daily Amount and the Agent shall not to sell the Shares if such sales cannot be effected at or above for a price agreed to by per Share below such revised Minimum Daily Price, or in a quantity in excess of such revised Maximum Daily Amount, after the Fund and the Manager with respect to giving of such Sharesnotice. In addition, the Manager Distributor or the Fund may, upon notice to the Dealer Agent by telephone (confirmed promptly by telecopye-mail or other electronic means), suspend the offering of the SharesShares at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ ' respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer Agent agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act of 1933, as amended (the "Securities Act"), will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the DealerAgent, as a sub-placement agent of the Manager for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission (as set forth on the Addendum hereto) with respect to the Shares sold, multiplied by the Gross Sales ProceedsProceeds (as defined in the Addendum attached hereto) (the "Agent Compensation"), as further described in the Addendum to this Sub-Placement Agent Agreement (the "Agreement"). The remaining proceeds, after further deduction Agent shall not be responsible for any transaction fees imposed by any governmental or self-regulatory organization on the Fund or the Distributor in respect of such sales, shall constitute . The Distributor may pay the net proceeds Agent Compensation to the Manager for such Shares Agent, or may authorize the Agent to retain the Agent Compensation from the Gross Sales Proceeds. The Agent Compensation shall be payable solely out of the compensation the Distributor receives from the Fund pursuant to the Distribution Agreement (the “Net "Related Compensation"). Notwithstanding anything to the contrary in any other provision of this Agreement (or, for the avoidance of doubt, in the Addendum hereto), the Distributor shall have no obligation to pay any portion of the Agent Compensation to the Agent, or authorize the retention by the Agent of any portion of the Agent Compensation from the Gross Sales Proceeds”), until the Distributor receives at least an equivalent amount of Related Compensation, and the Distributor's obligation to the Agent for the Agent Compensation is limited solely to amounts payable out of the Related Compensation. (e) The Dealer Agent shall provide written confirmation to the Manager Distributor following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price (as defined in the Addendum attached hereto) per Share, the Net Proceeds, and the compensation payable by that the Manager to the Dealer Agent is owed with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the third second business day following the date on which such sales are made (each such day, a “"Settlement Date”"). On each Settlement Date, the Shares sold through the Dealer Agent for settlement on such date shall be delivered by the Manager Fund at the request of the Distributor to the Dealer Agent against payment of (i) the Net Gross Sales Proceeds for the sale of such SharesShares or (ii) to the extent authorized by the Distributor, the Gross Sales Proceeds, less the Related Compensation. Settlement If the Agent is authorized by the Distributor to retain the Agent Compensation from the Gross Sales Proceeds for all such Shares shall be effected by free delivery the sale of the Shares Shares, then the Agent shall (i) pay to the Dealer’s account at The Depository Trust Company in return for payments Distributor an amount equal to the Related Compensation minus the Agent Compensation in same day funds delivered to the account account(s) designated by the ManagerDistributor and (ii) remit to the Fund the Gross Sales Proceeds, less the Related Compensation. If the Manager Distributor shall default on its obligation to deliver the Shares on any Settlement Date, subject to the Manager terms of Section 5 herein, the Distributor shall (A) hold the Dealer Agent harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Manager Distributor and (B) pay the Dealer Agent any commission to which it would otherwise be entitled absent such default. If the Dealer Agent breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the ManagerDistributor, subject to the terms of Section 5 herein, the Dealer will Agent shall (A) hold the Distributor harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Agent, (B) deliver such proceeds to the Distributor as soon as practicable and (C) pay the Manager Distributor interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the OfferingOfferings, the Manager shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request Distributor shall, no more than once per calendar quarter in which the Fund and the Distributor have requested, or anticipate requesting, that the Agent sell Shares pursuant to an Offering, provide to the Agent such certificates and other documents, in any case, as the Agent may reasonably request upon reasonable notice (but in no event upon notice of less than five business days) relating to authorization, capacity, enforceability and compliance matters. Any such certifications shall be made as of the end of the calendar quarter immediately preceding the calendar quarter in which such request by the Agent is made. (h) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor of any material non-confidential claim or complaint, any material enforcement action or other material proceeding by a regulatory authority with respect to the Fund, the Shares or the Offerings against or directed at or to the Agent or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Agent, within the meaning of Section 15 of the Securities Act. (i) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor of any examination by any regulatory agency or self-regulatory organization that has resulted in a material compliance deficiency in connection with the Offerings.

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Fund and the Manager on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and the Manager have determined the maximum amount of the Shares to be sold by the Manager for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined below). Subject to the terms and conditions hereof, the Dealer shall use its reasonable efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined below). The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer sells such Shares. (b) Notwithstanding the foregoing, the Manager may instruct the Dealer by telephone (confirmed promptly by telecopy) not to sell the Shares if such sales cannot be effected at or above a price agreed to by the Fund and the Manager with respect to such Shares. In addition, the Manager may, upon notice to the Dealer by telephone (confirmed promptly by telecopy), suspend the offering of the Shares; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the Dealer, as a sub-placement agent of the Manager for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission with respect to the Shares sold, multiplied by the Gross Sales Proceeds, as further described in the Addendum to this Agreement. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Manager for such Shares (the “Net Proceeds”). (e) The Dealer shall provide written confirmation to the Manager following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price per Share, the Net Proceeds, and the compensation payable by the Manager to the Dealer with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 I will occur on the third business day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Dealer for settlement on such date shall be delivered by the Manager to the Dealer against payment of the Net Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares to the Dealer’s account at The Depository Trust Company in return for payments in same day funds delivered to the account designated by the Manager. If the Manager shall default on its obligation to deliver the Shares on any Settlement Date, the Manager shall (A) hold the Dealer harmless against any loss, claim or damage arising from or as a result of such default by the Manager and (B) pay the Dealer any commission to which it would otherwise be entitled absent such default. If the Dealer breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the Manager, the Dealer will pay the Manager interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the OfferingOfferings, the Manager shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request Dealer, no more than once per calendar quarter quarter, (i) a certificate signed by the Chief Executive Officer, the Chief Legal Officer, the Chief Administrative Officer, the Treasurer, the President, a Director or a Senior Vice President of the Manager to the effect that (A) the representations and warranties of the Manager in this Agreement are true and correct with the same force and effect as though expressly made at and as of the date thereof and the Manager has performed or complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the date thereof, (B) to their knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or threatened by the Securities and Exchange Commission (the “Commission”) and (C) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any material adverse change or development involving a prospective material adverse change to the business, properties, financial condition or results of operations of the Fund; (ii) a certificate signed by the Secretary or Assistant Secretary of the Manager relating to authorization, capacity, enforceability capacity and compliance incumbency matters; and (iii) such other certificates and documents related to the Offerings at the Dealer’s reasonable request.

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to determined by the Fund and together with the Manager Distributor or the Agent on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and together with the Manager Distributor or the Agent have determined the maximum amount of the Shares to be sold distributed by the Manager Distributor for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined belowherein) (the “Maximum Daily Amount”), and the minimum price per Share below which the Shares may not be sold by the Agent on any Offering Date (the “Minimum Daily Price”), the Distributor shall advise the Agent of the Maximum Daily Amount and the Minimum Daily Price. Subject to the terms and conditions hereof, the Dealer Agent shall use its reasonable best efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Basic Prospectus Supplement (as defined belowherein); provided, however, that in no event shall the Agent sell Shares in excess of the Maximum Daily Amount or for a price per Share below the Minimum Daily Price. The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer Agent sells such Shares. (b) Notwithstanding the foregoing, the Manager Distributor or the Fund may instruct the Dealer Agent by telephone (confirmed promptly by telecopye-mail or other electronic means) of a revised Minimum Daily Price and/or a revised Maximum Daily Amount and the Agent shall not to sell the Shares if such sales cannot be effected at or above for a price agreed to by per Share below such revised Minimum Daily Price, or in a quantity in excess of such revised Maximum Daily Amount, after the Fund and the Manager with respect to giving of such Sharesnotice. In addition, the Manager Distributor or the Fund may, upon notice to the Dealer Agent by telephone (confirmed promptly by telecopye-mail or other electronic means), suspend the offering of the SharesShares at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer Agent agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act (as defined herein), will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the DealerAgent, as a sub-placement agent of the Manager for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission (as set forth on the Addendum hereto) with respect to the Shares sold, multiplied by the Gross Sales ProceedsProceeds (as defined in the Addendum attached hereto) (the “Agent Compensation”), as further described in the Addendum to this Sub-Placement Agent Agreement (the “Agreement”). The remaining proceeds, after further deduction Agent shall not be responsible for any transaction fees imposed by any governmental or self-regulatory organization on the Fund or the Distributor in respect of such sales, shall constitute . The Distributor may pay the net proceeds Agent Compensation to the Manager for such Shares Agent, or may authorize the Agent to retain the Agent Compensation from the Gross Sales Proceeds. The Agent Compensation shall be payable solely out of the compensation the Distributor receives from the Fund pursuant to the Distribution Agreement (the “Net ProceedsRelated Compensation”). Notwithstanding anything to the contrary in any other provision of this Agreement (or, for the avoidance of doubt, in the Addendum hereto), the Distributor shall have no obligation to pay any portion of the Agent Compensation to the Agent, or authorize the retention by the Agent of any portion of the Agent Compensation from the Gross Sales Proceeds, until the Distributor receives at least an equivalent amount of Related Compensation, and the Distributor’s obligation to the Agent for the Agent Compensation is limited solely to amounts payable out of the Related Compensation. (e) The Dealer Agent shall provide written confirmation to the Manager Distributor following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price (as defined in the Addendum attached hereto) per Share, the Net Proceeds, and the compensation payable by that the Manager to the Dealer Agent is owed with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the third business day following earlier of: (i) the date agreed upon by the parties hereto; or (ii) the latest day for settlement on which the customary settlement cycle in the jurisdiction(s) where any of such sales Shares are made customarily traded (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Dealer Agent for settlement on such date shall be delivered by the Manager Fund at the request of the Distributor to the Dealer Agent against payment of (i) the Net Gross Sales Proceeds for the sale of such SharesShares or (ii) to the extent authorized by the Distributor, the Gross Sales Proceeds, less the Related Compensation. Settlement If the Agent is authorized by the Distributor to retain the Agent Compensation from the Gross Sales Proceeds for all such Shares shall be effected by free delivery the sale of the Shares Shares, then the Agent shall (i) pay to the Dealer’s account at The Depository Trust Company in return for payments Distributor an amount equal to the Related Compensation minus the Agent Compensation in same day funds delivered to the account account(s) designated by the ManagerDistributor and (ii) remit to the Fund the Gross Sales Proceeds, less the Related Compensation. If the Manager Distributor shall default on its obligation to deliver the Shares on any Settlement Date, subject to the Manager terms of Section 5 herein, the Distributor shall (A) hold the Dealer Agent harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Manager Distributor and (B) pay the Dealer Agent any commission to which it would otherwise be entitled absent such default. If the Dealer Agent breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the ManagerDistributor, subject to the terms of Section 5 herein, the Dealer will Agent shall (A) hold the Distributor harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Agent, (B) deliver such proceeds to the Distributor as soon as practicable and (C) pay the Manager Distributor interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the OfferingOfferings, the Manager shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request Distributor shall, no more than once per calendar quarter in which the Fund and the Distributor have requested, or anticipate requesting, that the Agent sell Shares pursuant to an Offering, provide to the Agent such certificates and other documents, in any case, as the Agent may reasonably request upon reasonable notice (but in no event upon notice of less than five business days) relating to authorization, capacity, enforceability and compliance matters. Any such certifications shall be made as of the end of the calendar quarter immediately preceding the calendar quarter in which such request by the Agent is made. (h) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor of any material non-confidential claim or complaint, any material enforcement action or other material proceeding by a regulatory authority with respect to the Fund, the Shares or the Offerings against or directed at or to the Agent or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Agent, within the meaning of Section 15 of the Securities Act. (i) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor of any examination by any regulatory agency or self-regulatory organization that has resulted in a material compliance deficiency in connection with the Offerings.

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Fund and the Manager Distributor on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and the Manager Distributor have determined the maximum amount of the Shares to be sold by the Manager Distributor for any Offering Date, the Manager Distributor shall advise the Dealer Agent of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined below). Subject to the terms and conditions hereof, the Dealer Agent shall use its reasonable best efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined below). The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer Agent sells such Shares. (b) Notwithstanding the foregoing, the Manager Distributor may instruct the Dealer Agent by telephone (confirmed promptly by e-mail or telecopy) not to sell the Shares if such sales cannot be effected at or above a price agreed to by the Fund and the Manager Distributor with respect to such Shares. In addition, the Manager Distributor may, upon notice to the Dealer Agent by telephone (confirmed promptly by e-mail or telecopy), suspend the offering of the SharesShares at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer Agent agrees not to make any sales of the Shares on behalf of the Manager Distributor pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the DealerAgent, as a sub-placement agent of the Manager Distributor for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission with respect to the Shares sold, multiplied by the Gross Sales Proceeds, as further described in the Addendum to this Sub-Placement Agent Agreement (the “Agreement”). The remaining proceeds, after further deduction Agent shall not be responsible for any transaction fees imposed by any governmental or self-regulatory organization on the Fund or the Distributor in respect of such sales. The compensation to the Distributor, as manager of registered at-the-market offerings by the Fund, for each sale of the Shares pursuant to this Section 1, before any fees imposed by any governmental or self-regulatory organization on the Fund or the Distributor in respect of such sales, shall constitute be the net proceeds Distributor Retention with respect to the Manager for such Shares (sold, multiplied by the “Net Gross Sales Proceeds”), as further described in the Addendum to this Agreement. (e) The Dealer Agent shall provide written confirmation to the Manager Distributor following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price per Share, the Net Proceedscompensation payable to the Distributor with respect to such sales, and the compensation payable by the Manager Distributor to the Dealer Agent with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the third second business day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Dealer Agent for settlement on such date shall be delivered by the Manager Distributor to the Dealer Agent against payment of the Net Gross Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares to the DealerAgent’s account at The Depository Trust Company in return for payments in same day funds delivered to the account designated by the ManagerDistributor. If the Manager Distributor shall default on its obligation to deliver the Shares on any Settlement Date, subject to the Manager terms of Section 4 herein, the Distributor shall (A) hold the Dealer Agent harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Manager Distributor and (B) pay the Dealer Agent any commission to which it would otherwise be entitled absent such default. If the Dealer Agent breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the ManagerDistributor, the Dealer Agent will pay the Manager Distributor interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the OfferingOfferings, the Manager Distributor shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request Agent, no more than once per calendar quarter quarter, (i) a certificate signed by the ChiefExecutive Officer, the Chief Legal Officer, the Chief Administrative Officer, the Treasurer, the President, a Director or a Senior Vice President of the Distributor to the effect that (A) the representations and warranties of the Distributor in this Agreement are true and correct with the same force and effect as though expressly made at and as of the date thereof and the Distributor has performed or complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the date thereof, (B) to their knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or threatened by the Securities and Exchange Commission (the “Commission”) and (C) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any material adverse change or development involving a prospective material adverse change to the business, properties, financial condition or results of operations of the Fund; (ii) a certificate signed by the Secretary or Assistant Secretary of the Distributor relating to authorization, capacity, enforceability capacity and compliance incumbency matters; and (iii) such other certificates and documents related to the Offerings at the Agent’s reasonable request.

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Fund and the Manager on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and the Manager have determined the maximum amount of the Shares to be sold by the Manager for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined below). Subject to the terms and conditions hereof, the Dealer shall use its reasonable best efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined below). The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer sells such Shares. (b) Notwithstanding the foregoing, the Manager may instruct the Dealer by telephone (confirmed promptly by e-mail or telecopy) not to sell the Shares if such sales cannot be effected at or above a price agreed to by the Fund and the Manager with respect to such Shares. In addition, the Manager may, upon notice to the Dealer by telephone (confirmed promptly by e-mail or telecopy), suspend the offering of the SharesShares at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the Dealer, as a sub-placement agent of the Manager Manager, for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission with respect to the Shares sold, multiplied by the Gross Sales Proceeds, as further described in the Addendum to this Agreement. The remaining proceeds, after further deduction Dealer shall not be responsible for any transaction fees imposed by any governmental or self-regulatory organization on the Fund or the Manager in respect of such sales. The compensation to the Manager, as manager of registered at-the-market offerings by the Fund, for each sale of the Shares pursuant to this Section 1, before any fees imposed by any governmental or self-regulatory organization on the Fund or the Manager in respect of such sales, shall constitute be the net proceeds Manager Retention with respect to the Manager for such Shares (sold, multiplied by the “Net Gross Sales Proceeds”), as further described in the Addendum to this Agreement. (e) The Dealer shall provide written confirmation to the Manager following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price per Share, the Net Proceedscompensation payable to the Manager with respect to such sales, and the compensation payable by the Manager to the Dealer with respect to such sales. (f) Settlement Unless otherwise required by law or regulation, settlement for sales of the Shares pursuant to this Section 1 will occur on the third second business day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Dealer for settlement on such date shall be delivered by the Manager to the Dealer against payment of the Net Gross Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares to the Dealer’s account at The Depository Trust Company in return for payments in same day funds delivered to the account designated by the Manager. If the Manager shall default on its obligation to deliver the Shares on any Settlement Date, subject to the terms of Section 4 herein, the Manager shall (A) hold the Dealer harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Manager and (B) pay the Dealer any commission to which it would otherwise be entitled absent such default. If the Dealer breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the Manager, the Dealer will pay the Manager interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the OfferingOfferings, the Manager shall provide to the Dealer such certificates and other documents as Dealer, at the Dealer may reasonably Dealer’s request no more than once per calendar quarter quarter, such certificates and other documents of the Manager and the Fund as the Agent may reasonably request upon reasonable notice (but in no event upon notice of less than five business days) relating to to, among other things, authorization, capacity, enforceability and compliance matters.

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to determined by the Fund and together with the Manager Distributor or the Agent on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and together with the Manager Distributor or the Agent have determined the maximum amount of the Shares to be sold distributed by the Manager Distributor for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined belowherein) (the “Maximum Daily Amount”), and the minimum price per Share below which the Shares may not be sold by the Agent on any Offering Date (the “Minimum Daily Price”), the Distributor and/or the Fund’s investment adviser, RiverNorth Capital Management, LLC, shall advise the Agent of the Maximum Daily Amount and the Minimum Daily Price. Subject to the terms and conditions hereof, the Dealer Agent shall use its reasonable best efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined belowherein); provided, however, that in no event shall the Agent sell Shares in excess of the Maximum Daily Amount or for a price per Share below the Minimum Daily Price. The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer Agent sells such Shares. (b) Notwithstanding the foregoing, the Manager Distributor or the Fund may instruct the Dealer Agent by telephone (confirmed promptly by telecopye-mail or other electronic means) of a revised Minimum Daily Price and/or a revised Maximum Daily Amount and the Agent shall not to sell the Shares if such sales cannot be effected at or above for a price agreed to by per Share below such revised Minimum Daily Price, or in a quantity in excess of such revised Maximum Daily Amount, after the Fund and the Manager with respect to giving of such Sharesnotice. In addition, the Manager Distributor or the Fund may, upon notice to the Dealer Agent by telephone (confirmed promptly by telecopye-mail or other electronic means), suspend the offering of the SharesShares at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ ' respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer Agent agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act (as defined herein) will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the DealerAgent, as a sub-placement agent of the Manager for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission (as set forth on the Addendum hereto) with respect to the Shares sold, multiplied by the Gross Sales ProceedsProceeds (as defined in the Addendum attached hereto) (the “Agent Compensation”), as further described in the Addendum to this Sub-Placement Agent Agreement (this “Agreement”). The remaining proceeds, after further deduction Agent shall not be responsible for any transaction fees imposed by any governmental or self-regulatory organization on the Fund or the Distributor in respect of such sales, shall constitute . The Distributor may pay the net proceeds Agent Compensation to the Manager for such Shares Agent, or may authorize the Agent to retain the Agent Compensation from the Gross Sales Proceeds. The Agent Compensation shall be payable solely out of the compensation the Distributor receives from the Fund pursuant to the Distribution Agreement (the “Net ProceedsRelated Compensation”). Notwithstanding anything to the contrary in any other provision of this Agreement (or, for the avoidance of doubt, in the Addendum hereto), the Distributor shall have no obligation to pay any portion of the Agent Compensation to the Agent, or authorize the retention by the Agent of any portion of the Agent Compensation from the Gross Sales Proceeds, until the Distributor receives at least an equivalent amount of Related Compensation, and the Distributor’s obligation to the Agent for the Agent Compensation is limited solely to amounts payable out of the Related Compensation. (e) The Dealer Agent shall provide written confirmation to the Manager Distributor following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price (as defined in the Addendum attached hereto) per Share, the Net Proceeds, and the compensation payable by that the Manager to the Dealer Agent is owed with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the third business day following earlier of: (i) the date agreed upon by the parties hereto; or (ii) the latest day for settlement on which the customary settlement cycle in the jurisdiction(s) where any of such sales Shares are made customarily traded (each such day, a “"Settlement Date”"). On each Settlement Date, the Shares sold through the Dealer Agent for settlement on such date shall be delivered by the Manager Fund at the request of the Distributor to the Dealer Agent against payment of (i) the Net Gross Sales Proceeds for the sale of such SharesShares or (ii) to the extent authorized by the Distributor, the Gross Sales Proceeds, less the Related Compensation. Settlement If the Agent is authorized by the Distributor to retain the Agent Compensation from the Gross Sales Proceeds for all such Shares shall be effected by free delivery the sale of the Shares Shares, then the Agent shall (i) pay to the Dealer’s account at The Depository Trust Company in return for payments Distributor an amount equal to the Related Compensation minus the Agent Compensation in same day funds delivered to the account account(s) designated by the ManagerDistributor and (ii) remit to the Fund the Gross Sales Proceeds, less the Related Compensation. If the Manager Distributor shall default on its obligation to deliver the Shares on any Settlement Date, subject to the Manager terms of Section 5 herein, the Distributor shall (A) hold the Dealer Agent harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Manager Distributor and (B) pay the Dealer Agent any commission to which it would otherwise be entitled absent such default. If the Dealer Agent breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the ManagerDistributor, subject to the terms of Section 5 herein, the Dealer will Agent shall (A) hold the Distributor harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Agent, (B) deliver such proceeds to the Distributor as soon as practicable and (C) pay the Manager Distributor interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the OfferingOfferings, the Manager shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request Distributor shall, no more than once per calendar quarter in which the Fund and the Distributor have requested, or anticipate requesting, that the Agent sell Shares pursuant to an Offering, provide to the Agent such certificates and other documents, in any case, as the Agent may reasonably request upon reasonable notice (but in no event upon notice of less than five business days) relating to authorization, capacity, enforceability and compliance matters. Any such certifications shall be made as of the end of the calendar quarter immediately preceding the calendar quarter in which such request by the Agent is made. (h) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor of any material non-confidential claim or complaint, any material enforcement action or other material proceeding by a regulatory authority with respect to the Fund, the Shares or the Offerings against or directed at or to the Agent or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Agent, within the meaning of Section 15 of the Securities Act. (i) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor of any examination by any regulatory agency or self-regulatory organization that has resulted in a material compliance deficiency in connection with the Offerings.

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Fund and the Manager on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and the Manager have determined the maximum amount of the Shares to be sold by the Manager for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined below). Subject to the terms and conditions hereof, the Dealer shall use its reasonable efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined below). The gross sales price of the Shares sold under this Section 1(al(a) shall be the market price at which the Dealer sells such Shares. (b) Notwithstanding the foregoing, the Manager may instruct the Dealer by telephone (confirmed promptly by telecopy) not to sell the Shares if such sales cannot be effected at or above a price agreed to by the Fund and the Manager with respect to such Shares. In addition, the Manager may, upon notice to the Dealer by telephone (confirmed promptly by telecopy), suspend the offering of the Shares; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the Dealer, as a sub-placement agent of the Manager for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission with respect to the Shares sold, multiplied by the Gross Sales Proceeds, as further described in the Addendum to this Agreement. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Manager for such Shares (the “Net Proceeds”). (e) The Dealer shall provide written confirmation to the Manager following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price per Share, the Net Proceeds, and the compensation payable by the Manager to the Dealer with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the third business day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Dealer for settlement on such date shall be delivered by the Manager to the Dealer against payment of the Net Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares to the Dealer’s account at The Depository Trust Company in return for payments in same day funds delivered to the account designated by the Manager. If the Manager shall default on its obligation to deliver the Shares on any Settlement Date, the Manager shall (A) hold the Dealer harmless against any loss, claim or damage arising from or as a result of such default by the Manager and (B) pay the Dealer any commission to which it would otherwise be entitled absent such default. If the Dealer breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the Manager, the Dealer will pay the Manager interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the Offering, the Manager shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request no more than once per calendar quarter relating to authorization, capacity, enforceability and compliance matters.

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Fund and the Manager Distributor on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and the Manager Distributor have determined the maximum amount of the Shares to be sold by the Manager Distributor for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined below) (the “Maximum Daily Amount”), and the minimum price per Share below which the Shares may not be sold by the Agent on any Offering Date (the “Minimum Daily Price”), the Distributor shall advise the Agent of the Maximum Daily Amount and the Minimum Daily Price. Subject to the terms and conditions hereof, the Dealer Agent shall use its reasonable best efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined below)Prospectus; provided, however, that in no event shall the Agent sell Shares in excess of the Maximum Daily Amount or for a price per Share below the Minimum Daily Price. The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer Agent sells such Shares. (b) Notwithstanding the foregoing, the Manager Distributor or the Fund may instruct the Dealer Agent by telephone (confirmed promptly by e-mail or telecopy) of a revised Minimum Daily Price and/or a revised Maximum Daily Amount and the Agent shall not to sell the Shares if such sales cannot be effected at or above for a price agreed to by per Share below such revised Minimum Daily Price, or in a quantity in excess of such revised Maximum Daily Amount, after the Fund and the Manager with respect to giving of such Sharesnotice. In addition, the Manager Distributor or the Fund may, upon notice to the Dealer Agent by telephone (confirmed promptly by e-mail or telecopy), suspend the offering of the SharesShares at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer Agent agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”), will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the DealerAgent, as a sub-placement agent of the Manager for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission with respect to the Shares sold, multiplied by the Gross Sales ProceedsProceeds (the “Agent Compensation”), as further described in the Addendum to this Sub-Placement Agent Agreement (the “Agreement”). The remaining proceeds, after further deduction Agent shall not be responsible for any transaction fees imposed by any governmental or self-regulatory organization on the Fund or the Distributor in respect of such sales, shall constitute . The Distributor may pay the net proceeds Agent Compensation to the Manager for such Shares Agent, or may authorize the Agent to retain the Agent Compensation from the Gross Sales Proceeds. The Agent Compensation shall be payable solely out of the compensation the Distributor receives from the Fund pursuant to the Distribution Agreement (the “Net ProceedsRelated Compensation”). Notwithstanding anything to the contrary in any other provision of this Agreement (or, for the avoidance of doubt, in the Addendum hereto), the Distributor shall have no obligation to pay any portion of the Agent Compensation to the Agent, or authorize the retention by the Agent of any portion of the Agent Compensation from the Gross Sales Proceeds, until the Distributor receives at least an equivalent amount of Related Compensation, and the Distributor’s obligation to the Agent for the Agent Compensation is limited solely to amounts payable out of the Related Compensation. (e) The Dealer Agent shall provide written confirmation to the Manager Distributor following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price (as defined in the Addendum to this Agreement) per Share, the Net Proceeds, and the compensation payable by that the Manager to the Dealer Agent is owed with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the third business day following the date on which such sales are made (each such day, a “Settlement Date”), unless otherwise agreed to in writing by the parties hereto. On each Settlement Date, the Shares sold through the Dealer Agent for settlement on such date shall be delivered by the Manager Distributor to the Dealer Agent against payment of the Net Gross Sales Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares to the DealerAgent’s account at The Depository Trust Company in return for payments in same day funds delivered to the account account(s) designated by the ManagerDistributor. If the Manager Distributor shall default on its obligation to deliver the Shares on any Settlement Date, subject to the Manager terms of Section 5 herein, the Distributor shall (A) hold the Dealer Agent harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Manager Distributor and (B) pay the Dealer Agent any commission to which it would otherwise be entitled absent such default. If the Dealer Agent breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the ManagerDistributor, subject to the terms of Section 5 herein, the Dealer will Agent shall (A) hold the Distributor harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Agent, (B) deliver such proceeds to the Distributor as soon as practicable and (C) pay the Manager Distributor interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the OfferingOfferings, the Manager shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request Distributor shall, no more than once per calendar quarter in which the Fund and the Distributor have requested, or anticipate requesting, that the Agent sell Shares pursuant to an Offering, provide to the Agent such certificates and other documents, in any case, as the Agent may reasonably request upon reasonable notice (but in no event upon notice of less than five business days) relating to authorization, capacity, enforceability and compliance matters. Any such certifications shall be made as of the end of the calendar quarter immediately preceding the calendar quarter in which such request by the Agent is made. (h) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor of any material non-confidential claim or complaint, any material enforcement action or other material proceeding by a regulatory authority with respect to the Fund, the Shares or the Offerings against or directed at or to the Agent or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Agent, within the meaning of Section 15 of the Securities Act. (i) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor of any examination by any regulatory agency or self-regulatory organization that has resulted in a material compliance deficiency in connection with the Offerings.

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Fund and the Manager on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and the Manager have determined the maximum amount of the Shares to be sold by the Manager for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined below). Subject to the terms and conditions hereof, the Dealer shall use its reasonable best efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined below). The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer sells such Shares. (b) Notwithstanding the foregoing, the Manager may instruct the Dealer by telephone (confirmed promptly by e-mail or telecopy) not to sell the Shares if such sales cannot be effected at or above a price agreed to by the Fund and the Manager with respect to such Shares. In addition, the Manager may, upon notice to the Dealer by telephone (confirmed promptly by e-mail or telecopy), suspend the offering of the SharesShares at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the Dealer, as a sub-placement agent of the Manager Manager, for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission with respect to the Shares sold, multiplied by the Gross Sales Proceeds, as further described in the Addendum to this Agreement. The remaining proceeds, after further deduction Dealer shall not be responsible for any transaction fees imposed by any governmental or self-regulatory organization on the Fund or the Manager in respect of such sales. The compensation to the Manager, as manager of registered at-the-market offerings by the Fund, for each sale of the Shares pursuant to this Section 1, before any fees imposed by any governmental or self-regulatory organization on the Fund or the Manager in respect of such sales, shall constitute be the net proceeds Manager Retention with respect to the Manager for such Shares (sold, multiplied by the “Net Gross Sales Proceeds”), as further described in the Addendum to this Agreement. (e) The Dealer shall provide written confirmation to the Manager following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price per Share, the Net Proceedscompensation payable to the Manager with respect to such sales, and the compensation payable by the Manager to the Dealer with respect to such sales. (f) Settlement Unless otherwise required by law or regulation, settlement for sales of the Shares pursuant to this Section 1 will occur on the third second business day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Dealer for settlement on such date shall be delivered by the Manager to the Dealer against payment of the Net Gross Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares to the Dealer’s account at The Depository Trust Company in return for payments in same day funds delivered to the account designated by the Manager. If the Manager shall default on its obligation to deliver the Shares on any Settlement Date, subject to the terms of Section 4 herein, the Manager shall (A) hold the Dealer harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Manager and (B) pay the Dealer any commission to which it would otherwise be entitled absent such default. If the Dealer breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the Manager, the Dealer will pay the Manager interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the OfferingOfferings, the Manager shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request Dealer, no more than once per calendar quarter quarter, such certificates and other documents of the Manager and the Fund as the Agent may reasonably request upon reasonable notice (but in no event upon notice of less than five business days) relating to to, among other things, authorization, capacity, enforceability and compliance matters.

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to determined by the Fund and together with the Manager Distributor or the Agent on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and together with the Manager Distributor or the Agent have determined the maximum amount of the Shares to be sold distributed by the Manager Distributor for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined below) (the “Maximum Daily Amount”), and the minimum price per Share below which the Shares may not be sold by the Agent on any Offering Date (the “Minimum Daily Price”), the Distributor shall advise the Agent of the Maximum Daily Amount and the Minimum Daily Price. Subject to the terms and conditions hereof, the Dealer Agent shall use its reasonable best efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined below); provided, however, that in no event shall the Agent sell Shares in excess of the Maximum Daily Amount or for a price per Share below the Minimum Daily Price. The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer Agent sells such Shares. (b) Notwithstanding the foregoing, the Manager Distributor or the Fund may instruct the Dealer Agent by telephone (confirmed promptly by e-mail or telecopy) of a revised Minimum Daily Price and/or a revised Maximum Daily Amount and the Agent shall not to sell the Shares if such sales cannot be effected at or above for a price agreed to by per Share below such revised Minimum Daily Price, or in a quantity in excess of such revised Maximum Daily Amount, after the Fund and the Manager with respect to giving of such Sharesnotice. In addition, the Manager Distributor or the Fund may, upon notice to the Dealer Agent by telephone (confirmed promptly by e-mail or telecopy), suspend the offering of the SharesShares at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer Agent agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act of 1933, as amended (the “Securities Act”), will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the DealerAgent, as a sub-placement agent of the Manager for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission with respect to the Shares sold, multiplied by the Gross Sales ProceedsProceeds (the “Agent Compensation”), as further described in the Addendum to this Sub-Placement Agent Agreement (the “Agreement”). The remaining proceeds, after further deduction Agent shall not be responsible for any transaction fees imposed by any governmental or self-regulatory organization on the Fund or the Distributor in respect of such sales, shall constitute . The Distributor may pay the net proceeds Agent Compensation to the Manager for such Shares Agent, or may authorize the Agent to retain the Agent Compensation from the Gross Sales Proceeds. The Agent Compensation shall be payable solely out of the compensation the Distributor receives from the Fund pursuant to the Distribution Agreement (the “Net ProceedsRelated Compensation”). Notwithstanding anything to the contrary in any other provision of this Agreement (or, for the avoidance of doubt, in the Addendum hereto), the Distributor shall have no obligation to pay any portion of the Agent Compensation to the Agent, or authorize the retention by the Agent of any portion of the Agent Compensation from the Gross Sales Proceeds, until the Distributor receives at least an equivalent amount of Related Compensation, and the Distributor’s obligation to the Agent for the Agent Compensation is limited solely to amounts payable out of the Related Compensation. (e) The Dealer Agent shall provide written confirmation to the Manager Distributor following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price per Share, the Net Proceeds, and the compensation payable by that the Manager to the Dealer Agent is owed with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the third second business day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Dealer Agent for settlement on such date shall be delivered by the Manager Fund at the request of the Distributor to the Dealer Agent against payment of the Net Gross Sales Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares to the DealerAgent’s account at The Depository Trust Company in return for payments in same day funds delivered to the account account(s) designated by the ManagerDistributor. If the Manager Distributor shall default on its obligation to deliver the Shares on any Settlement Date, subject to the Manager terms of Section 5 herein, the Distributor shall (A) hold the Dealer Agent harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Manager Distributor and (B) pay the Dealer Agent any commission to which it would otherwise be entitled absent such default. If the Dealer Agent breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the ManagerDistributor, subject to the terms of Section 5 herein, the Dealer will Agent shall (A) hold the Distributor harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Agent, (B) deliver such proceeds to the Distributor as soon as practicable and (C) pay the Manager Distributor interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the OfferingOfferings, the Manager shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request Distributor shall, no more than once per calendar quarter in which the Fund and the Distributor have requested, or anticipate requesting, that the Agent sell Shares pursuant to an Offering, provide to the Agent such certificates and other documents, in any case, as the Agent may reasonably request upon reasonable notice (but in no event upon notice of less than five business days) relating to authorization, capacity, enforceability and compliance matters. Any such certifications shall be made as of the end of the calendar quarter immediately preceding the calendar quarter in which such request by the Agent is made. (h) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor of any material non-confidential claim or complaint, any material enforcement action or other material proceeding by a regulatory authority with respect to the Fund, the Shares or the Offerings against or directed at or to the Agent or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Agent, within the meaning of Section 15 of the Securities Act. (i) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor of any examination by any regulatory agency or self-regulatory organization that has resulted in a material compliance deficiency in connection with the Offerings.

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Fund and the Manager Distributor on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and the Manager Distributor have determined the maximum amount of the Shares to be sold by the Manager Distributor for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined below) (the “Maximum Daily Amount”), and the minimum price per Share below which the Shares may not be sold by the Agent on any Offering Date (the “Minimum Daily Price”), the Distributor shall advise the Agent of the Maximum Daily Amount and the Minimum Daily Price. Subject to the terms and conditions hereof, the Dealer Agent shall use its reasonable best efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined below)Prospectus; provided, however, that in no event shall the Agent sell Shares in excess of the Maximum Daily Amount or for a price per Share below the Minimum Daily Price. The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer Agent sells such Shares. (b) Notwithstanding the foregoing, the Manager Distributor or the Fund may instruct the Dealer Agent by telephone (confirmed promptly by e-mail or telecopy) of a revised Minimum Daily Price and/or a revised Maximum Daily Amount and the Agent shall not to sell the Shares if such sales cannot be effected at or above for a price agreed to by per Share below such revised Minimum Daily Price, or in a quantity in excess of such revised Maximum Daily Amount, after the Fund and the Manager with respect to giving of such Sharesnotice. In addition, the Manager Distributor or the Fund may, upon notice to the Dealer Agent by telephone (confirmed promptly by e-mail or telecopy), suspend the offering of the SharesShares at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer Agent agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act of 1933, as amended (the "Securities Act"), will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the DealerAgent, as a sub-placement agent of the Manager for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission with respect to the Shares sold, multiplied by the Gross Sales ProceedsProceeds (the “Agent Compensation”), as further described in the Addendum to this Sub-Placement Agent Agreement (the “Agreement”). The remaining proceeds, after further deduction Agent shall not be responsible for any transaction fees imposed by any governmental or self-regulatory organization on the Fund or the Distributor in respect of such sales, shall constitute . The Distributor may pay the net proceeds Agent Compensation to the Manager for such Shares Agent, or may authorize the Agent to retain the Agent Compensation from the Gross Sales Proceeds. The Agent Compensation shall be payable solely out of the compensation the Distributor receives from the Fund pursuant to the Distribution Agreement (the “Net ProceedsRelated Compensation”). Notwithstanding anything to the contrary in any other provision of this Agreement (or, for the avoidance of doubt, in the Addendum hereto), the Distributor shall have no obligation to pay any portion of the Agent Compensation to the Agent, or authorize the retention by the Agent of any portion of the Agent Compensation from the Gross Sales Proceeds, until the Distributor receives at least an equivalent amount of Related Compensation, and the Distributor’s obligation to the Agent for the Agent Compensation is limited solely to amounts payable out of the Related Compensation. (e) The Dealer Agent shall provide written confirmation to the Manager Distributor following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price per Share, the Net Proceeds, and the compensation payable by that the Manager to the Dealer Agent is owed with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the third business day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Dealer Agent for settlement on such date shall be delivered by the Manager Distributor to the Dealer Agent against payment of the Net Gross Sales Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares to the DealerAgent’s account at The Depository Trust Company in return for payments in same day funds delivered to the account account(s) designated by the ManagerDistributor. If the Manager Distributor shall default on its obligation to deliver the Shares on any Settlement Date, subject to the Manager terms of Section 5 herein, the Distributor shall (A) hold the Dealer Agent harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Manager Distributor and (B) pay the Dealer Agent any commission to which it would otherwise be entitled absent such default. If the Dealer Agent breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the ManagerDistributor, subject to the terms of Section 5 herein, the Dealer will Agent shall (A) hold the Distributor harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Agent, (B) deliver such proceeds to the Distributor as soon as practicable and (C) pay the Manager Distributor interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the OfferingOfferings, the Manager shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request Distributor shall, no more than once per calendar quarter in which the Fund and the Distributor have requested, or anticipate requesting, that the Agent sell Shares pursuant to an Offering, provide to the Agent such certificates and other documents, in any case, as the Agent may reasonably request upon reasonable notice (but in no event upon notice of less than five business days) relating to authorization, capacity, enforceability and compliance matters. Any such certifications shall be made as of the end of the calendar quarter immediately preceding the calendar quarter in which such request by the Agent is made. (h) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor of any material non-confidential claim or complaint, any material enforcement action or other material proceeding by a regulatory authority with respect to the Fund, the Shares or the Offerings against or directed at or to the Agent or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Agent, within the meaning of Section 15 of the Securities Act. (i) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor of any examination by any regulatory agency or self-regulatory organization that has resulted in a material compliance deficiency in connection with the Offerings.

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to determined by the Fund and together with the Manager Distributor or the Agent on any day (each, an “"Offering Date”") that is a trading day for the exchange on which the Fund’s 's Shares are listed and primarily trade (the “"Stock Exchange”") (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and together with the Manager Distributor or the Agent have determined the maximum amount of the Shares to be sold distributed by the Manager Distributor for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined belowherein) (the "Maximum Daily Amount"), and the minimum price per Share below which the Shares may not be sold by the Agent on any Offering Date (the "Minimum Daily Price"), the Distributor shall advise the Agent of the Maximum Daily Amount and the Minimum Daily Price. Subject to the terms and conditions hereof, the Dealer Agent shall use its reasonable best efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined belowherein); provided, however, that in no event shall the Agent sell Shares in excess of the Maximum Daily Amount or for a price per Share below the Minimum Daily Price. The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer Agent sells such Shares. (b) Notwithstanding the foregoing, the Manager Distributor or the Fund may instruct the Dealer Agent by telephone (confirmed promptly by telecopye-mail or other electronic means) of a revised Minimum Daily Price and/or a revised Maximum Daily Amount and the Agent shall not to sell the Shares if such sales cannot be effected at or above for a price agreed to by per Share below such revised Minimum Daily Price, or in a quantity in excess of such revised Maximum Daily Amount, after the Fund and the Manager with respect to giving of such Sharesnotice. In addition, the Manager Distributor or the Fund may, upon notice to the Dealer Agent by telephone (confirmed promptly by telecopye-mail or other electronic means), suspend the offering of the SharesShares at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ ' respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer Agent agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the "Securities Act"), will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the DealerAgent, as a sub-placement agent of the Manager for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission (as set forth on the Addendum hereto) with respect to the Shares sold, multiplied by the Gross Sales ProceedsProceeds (the "Agent Compensation"), as further described in the Addendum to this Sub-Placement Agent Agreement (the "Agreement"). The remaining proceeds, after further deduction Agent shall not be responsible for any transaction fees imposed by any governmental or self-regulatory organization on the Fund or the Distributor in respect of such sales, shall constitute . The Distributor may pay the net proceeds Agent Compensation to the Manager for such Shares Agent, or may authorize the Agent to retain the Agent Compensation from the Gross Sales Proceeds. The Agent Compensation shall be payable solely out of the compensation the Distributor receives from the Fund pursuant to the Distribution Agreement (the “Net "Related Compensation"). Notwithstanding anything to the contrary in any other provision of this Agreement (or, for the avoidance of doubt, in the Addendum hereto), the Distributor shall have no obligation to pay any portion of the Agent Compensation to the Agent, or authorize the retention by the Agent of any portion of the Agent Compensation from the Gross Sales Proceeds”), until the Distributor receives at least an equivalent amount of Related Compensation, and the Distributor's obligation to the Agent for the Agent Compensation is limited solely to amounts payable out of the Related Compensation. (e) The Dealer Agent shall provide written confirmation to the Manager Distributor following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price per Share, the Net Proceeds, and the compensation payable by that the Manager to the Dealer Agent is owed with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the third second business day following the date on which such sales are made (each such day, a “"Settlement Date”"). On each Settlement Date, the Shares sold through the Dealer Agent for settlement on such date shall be delivered by the Manager Fund at the request of the Distributor to the Dealer Agent against payment of (i) the Net Gross Sales Proceeds for the sale of such SharesShares or (ii) to the extent authorized by the Distributor, the Gross Sales Proceeds, less the Related Compensation. Settlement If the Agent is authorized by the Distributor to retain the Agent Compensation from the Gross Sales Proceeds for all such Shares shall be effected by free delivery the sale of the Shares Shares, then the Agent shall (i) pay to the Dealer’s account at The Depository Trust Company in return for payments Distributor an amount equal to the Related Compensation minus the Agent Compensation in same day funds delivered to the account account(s) designated by the ManagerDistributor and (ii) remit to the Fund the Gross Sales Proceeds, less the Related Compensation. If the Manager Distributor shall default on its obligation to deliver the Shares on any Settlement Date, subject to the Manager terms of Section 5 herein, the Distributor shall (A) hold the Dealer Agent harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Manager Distributor and (B) pay the Dealer Agent any commission to which it would otherwise be entitled absent such default. If the Dealer Agent breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the ManagerDistributor, subject to the terms of Section 5 herein, the Dealer will Agent shall (A) hold the Distributor harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Agent, (B) deliver such proceeds to the Distributor as soon as practicable and (C) pay the Manager Distributor interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the OfferingOfferings, the Manager shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request Distributor shall, no more than once per calendar quarter in which the Fund and the Distributor have requested, or anticipate requesting, that the Agent sell Shares pursuant to an Offering, provide to the Agent such certificates and other documents, in any case, as the Agent may reasonably request upon reasonable notice (but in no event upon notice of less than five business days) relating to authorization, capacity, enforceability and compliance matters. Any such certifications shall be made as of the end of the calendar quarter immediately preceding the calendar quarter in which such request by the Agent is made. (h) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor of any material non-confidential claim or complaint, any material enforcement action or other material proceeding by a regulatory authority with respect to the Fund, the Shares or the Offerings against or directed at or to the Agent or its principals, affiliates, officers, directors, employees or agents, or any person who controls the Agent, within the meaning of Section 15 of the Securities Act. (i) In connection with this Agreement and the Offerings, the Agent will promptly notify the Distributor of any examination by any regulatory agency or self-regulatory organization that has resulted in a material compliance deficiency in connection with the Offerings.

Description of Offerings. (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Fund and the Manager on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and the Manager have determined the maximum amount of the Shares to be sold by the Manager for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined below). Subject to the terms and conditions hereof, the Dealer shall use its reasonable best efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined below). The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer sells such Shares. (b) Notwithstanding the foregoing, the Manager may instruct the Dealer by telephone (confirmed promptly by e-mail or telecopy) not to sell the Shares if such sales cannot be effected at or above a price agreed to by the Fund and the Manager with respect to such Shares. In addition, the Manager may, upon notice to the Dealer by telephone (confirmed promptly by e-mail or telecopy), suspend the offering of the SharesShares at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act Act, as amended (the “Securities Act”), will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the Dealer, as a sub-placement agent of the Manager Manager, for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission with respect to the Shares sold, multiplied by the Gross Sales Proceeds, as further described in the Addendum to this Agreement. The remaining proceeds, after further deduction Dealer shall not be responsible for any transaction fees imposed by any governmental or self-regulatory organization on the Fund or the Manager in respect of such sales. The compensation to the Manager, as manager of registered at-the-market offerings by the Fund, for each sale of the Shares pursuant to this Section 1, before any fees imposed by any governmental or self-regulatory organization on the Fund or the Manager in respect of such sales, shall constitute be the net proceeds Manager Retention with respect to the Manager for such Shares (sold, multiplied by the “Net Gross Sales Proceeds”), as further described in the Addendum to this Agreement. (e) The Dealer shall provide written confirmation to the Manager following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price per Share, the Net Proceedscompensation payable to the Manager with respect to such sales, and the compensation payable by the Manager to the Dealer with respect to such sales. (f) Settlement Unless otherwise required by law or regulation, settlement for sales of the Shares pursuant to this Section 1 will occur on the third first business day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Dealer for settlement on such date shall be delivered by the Manager to the Dealer against payment of the Net Gross Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares to the Dealer’s account at The Depository Trust Company in return for payments in same day funds delivered to the account designated by the Manager. If the Manager shall default on its obligation to deliver the Shares on any Settlement Date, subject to the terms of Section 4 herein, the Manager shall (A) hold the Dealer harmless against any reasonable loss, claim or damage arising from or as a result of such default by the Manager and (B) pay the Dealer any commission to which it would otherwise be entitled absent such default. If the Dealer breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the Manager, the Dealer will pay the Manager interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the OfferingOfferings, the Manager shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request Dealer, no more than once per calendar quarter quarter, such certificates and other documents of the Manager and the Fund as the Agent may reasonably request upon reasonable notice (but in no event upon notice of less than five business days) relating to to, among other things, authorization, capacity, enforceability and compliance matters.