Common use of Duties of the Distributor Clause in Contracts

Duties of the Distributor. (a) The Distributor shall use its reasonable best efforts to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply in all material respects with the requirements of all applicable laws, including securities laws relating to the ATM offerings of Shares. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor or any sub-placement agent shall review and file with FINRA as applicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (d) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. (e) The Distributor shall report to the Board at least quarterly, or more frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (f) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations.

Duties of the Distributor. (a) 6.1 The Distributor shall use its reasonable best efforts to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply in all material respects with the requirements of all applicable laws, including securities laws relating to the ATM offerings of Shares. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved responsible for such use by the Fund. (c) The Distributor or any sub-placement agent shall review and file with FINRA as applicable, preparing all sales literature (e.g., advertisements, brochures and shareholder communications) prepared with respect to each of the Portfolios, and shall file with the Financial Industry Regulatory Authority (“FINRA”) or the appropriate regulators all such materials as are required to be filed under applicable laws and regulations. 6.2 Sales of the Shares shall be on the terms described in the Prospectus. The Distributor may enter into similar arrangements with other investment companies. The Distributor shall not be obligated to sell any specific number of Shares. 6.3 The Distributor shall provide or arrange for the provision of the services set forth in the Plan. 6.4 The Distributor shall use reasonable efforts in all respects duly to conform with the requirements of all federal and state laws relating to the sale of the Shares, including, without limitation, all rules and regulations made or adopted pursuant to the Securities Act, the Exchange Act, the Investment Company Act, the regulations of FINRA, or its predecessor, the National Association of Securities Dealers, and all other applicable federal and state laws, rules and regulations. Specifically, the Distributor shall adopt and follow procedures for the confirmation of transactions as may be necessary to comply with the requirements of Rule 10b-10 under the Securities Exchange Act and the rules of FINRA. 6.5 The Distributor shall act as agent of the Trust in connection with the ATM offerings for sale and redemption of the Fund. (d) The Distributor agrees to supply the following additional services, together with such other services Shares. Except as set forth throughout otherwise provided in this Agreement: 1. handling inquiries from sub-placement agents regarding , the Fund; 2. assisting in Distributor shall act as principal with respect to all other matters relating to the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price promotion or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such the Shares, less any applicable sub-placement agent selling commission;. 7. delivering 6.6 The Distributor shall prepare reports for the Fund’s Prospectus Board regarding its activities under this Agreement as from time to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may time shall be reasonably requested by the FundBoard, including reports regarding the use of payments received by the Distributor under the Plan. (e) 6.7 The Distributor shall report agrees on behalf of itself and its employees to treat confidentially and as proprietary information of the Trust all records and other information relative to the Board at least quarterlyPortfolios and/or the Trust and its prior, present or more frequentlypotential shareholders, as and not to use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except when so requested by the Board, regarding: (i) the nature of the services provided Trust or after prior notification to and approval in writing by the Distributor hereunder; (ii) the amount of compensation sub-placement agentsTrust, if any, are entitled to retain or which approval shall not be paid by the Distributor; unreasonably withheld and (iii) the aggregate amount of underwriting compensation paid by the Fund to may not be withheld where the Distributor in respect of the ATM offerings of Sharesmay be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities. (f) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations.

Duties of the Distributor. (a) The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall use its reasonable best efforts affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to perform its duties hereunderaccept Fund Securities, Deposit Securities, and related Cash Components through or outside the Clearing Process, and as provided in and in accordance with the Registration Statement and Prospectus. The services of Trust acknowledges that the Distributor shall not be obligated to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance approve any certain number of its obligations with respect to the Fund hereunder is not impaired therebyorders for Creation Units. (b) In performing its duties hereunderThe Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall comply in all material respects enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the requirements of all applicable laws, including securities laws relating to the ATM offerings of Shares. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the FundTransfer Agent. (c) The Distributor or any sub-placement agent shall review ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and file with FINRA periodic fund reports, as applicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fundare fulfilled. (d) The Distributor agrees to supply make available, at the following additional servicesTrust’s request, together one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other services purposes as set forth throughout may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this Agreement:paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. 1. handling inquiries from sub-placement agents regarding (g) The Distributor shall work with the Fund;Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. 2. assisting in (h) The Distributor agrees to maintain, and preserve for the enhancement of communications between sub-placement agents and periods prescribed by Rule 31a-2 under the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if 1940 Act, such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares records as are required to be sold on any Offering Date maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or shall be promptly surrendered upon the termination of the ATM offering of SharesAgreement or otherwise on written request; provided, together with any corresponding resumption however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment Federal Securities Laws (as defined in Rule 38a-1 of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including ▇▇▇▇ ▇▇▇) with respect to the underwriting compensation paid by the Fund Distributor’s services under this Agreement, and to provide any and all information with respect to the Distributor in Compliance Program, including without limitation, information and certifications with respect thereof; and 11. providing such other informationto material violations of the Compliance Program and any material deficiencies or changes therein, assistance and services as may be reasonably requested by the FundTrust’s Chief Compliance Officer or Board of Trustees. (e) The Distributor shall report to the Board at least quarterly, or more frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (f) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations.

Duties of the Distributor. (a) The Distributor shall use its devote reasonable best efforts time and effort to perform its duties hereunder. The services of the Distributor to the Fund Trust hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund Trust hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply in all material respects with the requirements of all applicable laws, including securities laws relating to the ATM offerings sale of Sharessecurities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund Trust to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the FundTrust. (c) The Distributor shall adopt and follow procedures, as approved by the officers of the Trust, for the confirmation of sales to selected dealers, the collection of amounts payable by selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales of Shares, as such requirements may from time to time exist. (d) The Distributor shall prepare or any sub-placement agent shall review review, and file with FINRA federal and state agencies or other organizations as applicablerequired by federal, state, or other applicable laws and regulations, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the FundTrust. (de) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the FundTrust; 2. assisting in the enhancement of communications between sub-placement agents and the FundTrust; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering offerings of Shares, together with any corresponding resumption of the ATM offering offerings of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the FundTrust’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund Trust to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the FundTrust. (ef) The Distributor shall report to the Board at least quarterly, or more frequently, frequently as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund Trust to the Distributor in respect of the ATM offerings of Shares. (fg) The Distributor represents and warrants to the Fund Trust that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Trust, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Trust.

Duties of the Distributor. (a) The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall use its reasonable best efforts affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to perform its duties hereunderaccept Fund Securities, Deposit Securities, and related Cash Components through or outside the Clearing Process, and as provided in and in accordance with the Registration Statement and Prospectus. The services of Trust acknowledges that the Distributor shall not be obligated to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance approve any certain number of its obligations with respect to the Fund hereunder is not impaired therebyorders for Creation Units. (b) In performing its duties hereunderThe Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall comply in all material respects enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the requirements of all applicable laws, including securities laws relating to the ATM offerings of Shares. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the FundTransfer Agent. (c) The Distributor or any sub-placement agent shall review ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and file with FINRA periodic fund reports, as applicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fundare fulfilled. (d) The Distributor agrees to supply make available, at the following additional servicesTrust’s request, together one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other services purposes as set forth throughout may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this Agreement:paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. 1. handling inquiries from sub-placement agents regarding (g) The Distributor shall work with the Fund;Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. 2. assisting in (h) The Distributor agrees to maintain, and preserve for the enhancement of communications between sub-placement agents and periods prescribed by Rule 31a-2 under the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if 1940 Act, such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares records as are required to be sold on any Offering Date maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or shall be promptly surrendered upon the termination of the ATM offering of SharesAgreement or otherwise on written request; provided, together with any corresponding resumption however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (i) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment Federal Securities Laws (as defined in Rule 38a-1 of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including 1940 Act) with respect to the underwriting compensation paid by the Fund Distributor’s services under this Agreement, and to provide any and all information with respect to the Distributor in Compliance Program, including without limitation, information and certifications with respect thereof; and 11. providing such other informationto material violations of the Compliance Program and any material deficiencies or changes therein, assistance and services as may be reasonably requested by the FundTrust’s Chief Compliance Officer or Board of Trustees. (e) The Distributor shall report to the Board at least quarterly, or more frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (f) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations.

Duties of the Distributor. (a) The Distributor shall use its devote reasonable best efforts time and effort to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply in all material respects with the requirements of all applicable laws, including securities laws relating to the ATM offerings sale of Sharessecurities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor shall adopt and follow procedures, as approved by the officers of the Fund, for the confirmation of sales to selected dealers, the collection of amounts payable by selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales of Shares, as such requirements may from time to time exist. (d) The Distributor shall prepare or any sub-placement agent shall review review, and file with FINRA federal and state agencies or other organizations as applicablerequired by federal, state, or other applicable laws and regulations, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (de) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering offerings of Shares, together with any corresponding resumption of the ATM offering offerings of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. (ef) The Distributor shall report to the Board at least quarterly, or more frequently, frequently as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (fg) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. (a) The Distributor shall use its reasonable best efforts to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply in all material respects with the requirements of all applicable laws, including securities laws relating to the ATM offerings sale of Sharessecurities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor or any sub-placement agent shall review and file with FINRA as applicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (d) The Distributor agrees to supply the following additional services, either on its own or in conjunction with the Fund’s other service providers, including but not limited to the Adviser or Subadviser, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s 's Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. For the avoidance of doubt, the Distributor shall not sell any shares of the Fund directly to any investors. (e) The Distributor shall report to the Board at least quarterly, or more frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (f) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations.

Duties of the Distributor. (a) The Distributor shall use its reasonable best efforts to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply in all material respects with the requirements of all applicable laws, including securities laws relating to the ATM offerings sale of Sharessecurities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor or any sub-placement agent shall review and file with FINRA as applicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (d) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. For the avoidance of doubt, the Distributor shall not sell any shares of the Fund directly to any investors. (e) The Distributor shall report to the Board at least quarterly, or more frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (f) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (g) The Distributor will furnish to the Fund as it may reasonably require, from time to time, with certificates relating to enforceability and compliance matters substantially similar to those certificates furnished by the Distributor to any sub-placement agents. (h) The Distributor shall furnish to the Fund copies of any notices provided to the Distributor by any sub-placement agents.

Duties of the Distributor. (a) 7.1 The Distributor shall use its reasonable best efforts for all purposes herein provided be deemed to perform its duties hereunderbe an independent contractor and, unless expressly provided herein or otherwise authorized, shall have no authority to act for or represent the Funds in any way. The Distributor, by separate agreement with a Fund, may also serve such Fund in other capacities. The services of the Distributor to the a Fund hereunder under this Agreement are not to be deemed exclusive exclusive, and nothing herein contained shall prevent the Distributor shall be free to render similar or other services to others so long as its services hereunder are not impaired thereby. The Distributor represents that it is a registered broker-dealer and a member in good standing of FINRA. 7.2 The Distributor shall have the right to enter into agreements with Dealers (“Dealer Agreements”) for the sale of Shares, provided that the applicable Fund shall approve the forms of such agreements. (Dealers are sometimes referred to in such agreements as sub-distribution agents.). Within the United States, the Distributor shall offer and sell Shares only through such Dealers as are members in good standing of FINRA or are institutions exempt from entering registration under applicable federal securities laws. Shares sold through Dealers shall be offered and sold by Dealers only at the offering price determined as set forth in the then current Registration Statement of the applicable Fund. 7.3 The Distributor shall devote reasonable time and effort to effect sales of Shares, but shall not be obligated to sell any specific number of Shares. Sales of the Shares shall be on the terms described in the applicable Registration Statement. The Distributor may enter into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. The Distributor shall compensate the Dealers as set forth in the applicable Registration Statement. (b) 7.4 In performing its duties hereunderselling the Shares, the Distributor shall comply use its best efforts in all material respects duly to conform with the requirements of all applicable laws, including securities federal and state laws relating to the ATM offerings sale of Sharessuch securities. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof Dealer nor any other person is authorized by the a Fund to give any information or to make any representations, other than those contained in its the Registration Statement, Statement or Prospectus and any sales literature specifically approved for such use by officers of the Fund. (c) The Distributor or any sub-placement agent shall review and file with FINRA as applicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (d) 7.5 The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. (e) The Distributor shall report to the Board at least quarterly, or more frequently, as requested by the Board, regardingto: (i) sell Shares only to an investor who is an “Eligible Investor” as that term is defined in the nature of the services provided by the Distributor hereunderRegistration Statement; (ii) obtain and comply with any investor certification requirements set forth in the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributorapplicable Fund’s Registration Statement; and (iii) impose the aggregate amount requirements set forth in (i) and (ii) of underwriting compensation paid by this paragraph as a condition of the Fund sales activity of any firm or other person with whom the Distributor enters into a selling group arrangement with respect to the Distributor in respect of the ATM offerings of Shares. (f) 7.6 The Distributor represents shall sell Shares of a Fund to or through qualified Dealers in such a manner, not inconsistent with the provisions hereof and warrants the Fund’s Registration Statement, as the Distributor may determine from time to time, provided that no Dealer or other person shall be appointed or authorized to act as agent of the Fund without prior consent of the Fund. 7.7 The Distributor shall adopt and follow procedures, or cause a Fund’s agent to adopt or follow procedures, for the confirmation of sales to investors and Dealers, the collection of amounts payable by investors and Dealers on such sales and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of Securities Exchange Act Rule 10b-10 and the rules of FINRA. 7.8 The Distributor and/or the Adviser may pay fees or concessions to Dealers, and may pay them to others in its discretion, in such amounts as the Distributor and/or the Adviser shall determine from time to time consistent with applicable regulations. 7.9 The Distributor will require each Dealer to conform to the provisions hereof and the Registration Statement with respect to the net asset value, as applicable, of a Fund’s Shares, and neither the Distributor nor any such Dealer shall withhold the placing of purchase orders so as to make a profit thereby. 7.10 The Distributor shall act as agent of each Fund in connection with the sale and repurchase of Shares. Except as otherwise provided in this Agreement, the Distributor shall act as principal with respect to all other matters relating to the promotion or the sale of Shares. The Distributor shall enter into agreements with Dealers to offer and sell shares to the public upon the terms and conditions set forth therein, which shall not be inconsistent with the terms of this Agreement. Each agreement with a Dealer shall provide that the Dealer agrees that it has is acting as principal for the Dealer’s own account or as agent on behalf of the Dealer’s customers in all transactions in Shares (and not as agent of a Fund), except that in connection with orders for the purchase of Shares on behalf of any IRAs, 401(k) plans or other retirement plan accounts, by mail, telephone, or wire, the Dealer shall agree it acts as agent for the custodian or trustee of such plans. 7.11 The Distributor agrees to file with all necessary licenses to perform regulatory authorities, such as FINRA, the services contemplated hereunder Securities and Exchange Commission (the “SEC”), the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (the “NFA”) such advertising and sales literature as has been previously approved by the Funds. The Distributor agrees that it will perform such services in compliance with have legal responsibility under all applicable laws, rules and regulations, including the rules and regulations of the SEC, FINRA, CFTC and NFA for the form and use of all advertising and sales literature for the Funds which the Distributor prepares, uses, approves for use and/or files with the SEC, FINRA, CFTC and/or NFA.

Duties of the Distributor. (a) The Distributor shall use its devote reasonable best efforts time and effort to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply in all material respects with the requirements of all applicable laws, including securities laws relating to the ATM offerings sale of Sharessecurities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor or any sub-placement agent shall review and file with FINRA as applicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (d) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s 's Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. For the avoidance of doubt, the Distributor shall not sell any shares of the Fund directly to any investors. (e) The Distributor shall report to the Board at least quarterly, or more frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (f) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations.

Duties of the Distributor. (a) The Distributor shall use its devote reasonable best efforts time and effort to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply in all material respects with the requirements of all applicable laws, including securities laws relating to the ATM offerings sale of Sharessecurities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor shall adopt and follow procedures, as approved by the officers of the Fund, for the confirmation of sales to selected dealers, the collection of amounts payable by selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales of Shares, as such requirements may from time to time exist. (d) The Distributor shall prepare or any sub-placement agent shall review review, and file with FINRA federal and state agencies or other organizations as applicablerequired by federal, state, or other applicable laws and regulations, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (de) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. (ef) The Distributor shall report to the Board at least quarterly, or more frequently, frequently as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (fg) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. (a) The Distributor shall use its reasonable best efforts to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply in all material respects with the requirements of all applicable laws, including securities laws relating to the ATM offerings sale of Sharessecurities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor or any sub-placement agent shall review and file with FINRA as applicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (d) The Distributor agrees to supply the following additional services, either on its own or in conjunction with the Fund’s other service providers, including but not limited to Adviser, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s 's Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. For the avoidance of doubt, the Distributor shall not sell any shares of the Fund directly to any investors. (e) The Distributor shall report to the Board at least quarterly, or more frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (f) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations.

Duties of the Distributor. (a) The Distributor shall use its reasonable best efforts to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply in all material respects with the requirements of all applicable laws, including securities laws relating to the ATM offerings sale of Sharessecurities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor or any sub-placement agent shall review and file with FINRA as applicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (d) The Distributor agrees to supply the following additional services, either on its own or in conjunction with the Fund’s other service providers, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. For the avoidance of doubt, the Distributor shall not sell any shares of the Fund directly to any investors. (e) The Distributor shall report to the Board at least quarterly, or more frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (f) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations.

Duties of the Distributor. (a) The Distributor shall use its reasonable best efforts to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply in all material respects with the requirements of all applicable laws, including securities laws relating to the ATM offerings sale of Sharessecurities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor or any sub-placement agent shall review and file with FINRA as applicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (d) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. For the avoidance of doubt, the Distributor shall not sell any shares of the Fund directly to any investors. (e) The Distributor shall report to the Board at least quarterly, or more frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (f) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations.

Duties of the Distributor. (a) The Distributor shall use its reasonable best efforts to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply in all material respects with the requirements of all applicable laws, including securities laws relating to the ATM offerings sale of Sharessecurities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor or any sub-placement agent shall review and file with FINRA as applicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (d) The Distributor agrees to supply the following additional services, either on its own or in conjunction with the Fund’s other service providers, including but not limited to the Adviser or Subadviser, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. For the avoidance of doubt, the Distributor shall not sell any shares of the Fund directly to any investors. (e) The Distributor shall report to the Board at least quarterly, or more frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (f) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations.

Duties of the Distributor. (a) The Distributor shall use its devote reasonable best efforts time and effort to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply in all material respects with the requirements of all applicable laws, including securities laws relating to the ATM offerings sale of Sharessecurities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor or any sub-placement agent shall review and file with FINRA as applicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (d) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. For the avoidance of doubt, the Distributor shall not sell any shares of the Fund directly to any investors. (e) The Distributor shall report to the Board at least quarterly, or more frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (f) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations.

Duties of the Distributor. (a) The Distributor shall use its devote reasonable best efforts time and effort to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply in all material respects with the requirements of all applicable laws, including securities laws relating to the ATM offerings sale of Sharessecurities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor or any sub-placement agent shall review and file with FINRA as applicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (d) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. For the avoidance of doubt, the Distributor shall not sell any shares of the Fund directly to any investors. (e) The Distributor shall report to the Board at least quarterly, or more frequently, frequently as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (f) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations.

Duties of the Distributor. (a) 6.1 The Distributor shall use its devote reasonable best efforts time and effort to perform its duties hereundereffect sales of Shares, but shall not be obligated to sell any specific number of Shares. Sales of the Shares shall be on the terms described in the Prospectus. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering may enter into like arrangements with other investment companies so long companies. The Distributor shall compensate the Dealers as set forth in the performance of its obligations with respect to the Fund hereunder is not impaired therebyProspectus. (b) 6.2 In performing its duties hereunderselling the Shares, the Distributor shall comply use its best efforts in all material respects duly to conform with the requirements of all applicable laws, including securities federal and state laws relating to the ATM offerings sale of Sharessuch securities. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof Dealer nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its the Registration Statement, Statement or Prospectus and any sales literature specifically approved for such use by appropriate officers of the Fund. (c) 6.3 The Distributor shall adopt and follow procedures for the confirmation of sales to investors and Dealers, the collection of amounts payable by investors and Dealers on such sales and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of Securities Exchange Act Rule 10b-10 and the rules of the Financial Industry Regulatory Authority (FINRA). 6.4 The Distributor shall have the right to enter into Dealer Agreements with Dealers for the sale of Shares, provided that the Fund shall approve the forms of such agreements. Within the United States, the Distributor shall offer and sell Shares only through such Dealers as are members in good standing of FINRA or any sub-placement are institutions exempt from registration under applicable federal securities laws. Shares sold through Dealers shall be for resale by Dealers only at the offering price determined as set forth in the Prospectus. 6.5 The Distributor shall act as agent shall review and file with FINRA as applicable, all sales literature (advertisements, brochures and shareholder communications) prepared of the Fund in connection with the ATM offerings for the Fund. (d) The Distributor agrees to supply the following additional services, together with such other services sale and redemption of Shares. Except as set forth throughout otherwise provided in this Agreement: 1. handling inquiries from sub-placement agents regarding , the Fund; 2. assisting in Distributor shall act as principal with respect to all other matters relating to the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price promotion or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. (e) The Distributor shall report enter into agreements with Dealers to offer and sell shares to the Board at least quarterlypublic upon the terms and conditions set forth therein, which shall not be inconsistent with the terms of this Agreement. Each agreement with a Dealer shall provide that the Dealer agrees that it is acting as principal for Dealer's own account or as agent on behalf of Dealer's customers in all transactions in Shares (and not as agent of the Fund), except that in connection with orders for the purchase of Shares on behalf of any IRAs, 401(k) plans or other retirement plan accounts, by mail, telephone, or more frequentlywire, Dealer shall agree it acts as requested by agent for the Board, regarding: (i) the nature custodian or trustee of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Sharessuch plans. (f) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations.

Duties of the Distributor. (a) The Distributor shall use its devote reasonable best efforts time and effort to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply in all material respects with the requirements of all applicable laws, including securities laws relating to the ATM offerings sale of Sharessecurities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor shall adopt and follow procedures, as approved by the officers of the Fund, for the confirmation of sales to selected dealers, the collection of amounts payable by selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales of Shares, as such requirements may from time to time exist. (d) The Distributor shall prepare or any sub-placement agent shall review review, and file with FINRA federal and state agencies or other organizations as applicablerequired by federal, state, or other applicable laws and regulations, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (de) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering offerings of Shares, together with any corresponding resumption of the ATM offering offerings of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. (ef) The Distributor shall report to the Board at least quarterly, or more frequently, frequently as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (fg) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. (a) The Distributor shall use its devote reasonable best efforts time and effort to perform performing its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply in all material respects with the requirements of all applicable laws, including securities laws relating to the ATM offerings sale of Sharessecurities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor or any sub-placement agent shall review and file with FINRA as applicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (d) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. For the avoidance of doubt, the Distributor shall not sell any shares of the Fund directly to any investors. (e) The Distributor shall report to the Board at least quarterly, or more frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (f) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations.

Duties of the Distributor. (a) The Distributor shall use its devote reasonable best efforts time and effort to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply in all material respects with the requirements of all applicable laws, including securities laws relating to the ATM offerings sale of Sharessecurities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved in writing for such use by the Fund. (c) The Distributor shall adopt and follow appropriate procedures for the confirmation of sales to selected dealers, the collection of amounts payable by selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales of Shares, as such requirements may from time to time exist. (d) The Distributor shall prepare or any sub-placement agent shall review review, and file with FINRA federal and state agencies or other organizations as applicablerequired by federal, state, or other applicable laws and regulations, all sales literature (advertisements, brochures and shareholder stockholder communications) prepared in connection with the ATM offerings for the Fund. (de) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering offerings of Shares, together with any corresponding resumption of the ATM offering offerings of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. (ef) The Distributor shall report to the Board at least quarterly, or more frequently, frequently as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (fg) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances, reasonably satisfactory to the Fund, from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. (a) The Distributor shall use its reasonable best efforts to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply in all material respects with the requirements of all applicable laws, including securities laws relating to the ATM offerings sale of Sharessecurities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor or any sub-placement agent shall review and file with FINRA as applicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (d) The Distributor agrees to supply the following additional services, either on its own or in conjunction with the Fund’s other service providers, including but not limited to the Adviser, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. For the avoidance of doubt, the Distributor shall not sell any shares of the Fund directly to any investors. (e) The Distributor shall report to the Board at least quarterly, or more frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (f) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations.

Duties of the Distributor. (a) The Distributor shall use its devote reasonable best efforts time and effort to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply in all material respects with the requirements of all applicable laws, including securities laws relating to the ATM offerings sale of Sharessecurities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor shall adopt and follow internal procedures, as may be necessary to comply with the requirements of FINRA applicable to sales of Shares, as such requirements may from time to time exist. (d) The Distributor agrees to maintain an anti-money laundering program in compliance with Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA Patriot Act”) and all applicable laws and regulations promulgated thereunder. At the request of the Fund, the Distributor will supply the Fund with copies of the Distributor’s anti-money laundering policy and procedures, and such other relevant certifications and representations regarding such policy and procedures as the Fund may reasonably request from time to time. The Distributor shall prepare or any sub-placement agent shall review review, and file with FINRA federal and state agencies or other organizations as applicablerequired by federal, state, or other applicable laws and regulations, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (de) The Distributor agrees to supply the following additional services, information and assistance as may be reasonably requested by the Fund, in regard to the relationships with sub-placement agents, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. (ef) The Distributor shall report to the Board at least quarterly, or more frequently, frequently as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled regarding matters as agreed to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to and the Distributor in respect of the ATM offerings of SharesDistributor. (fg) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations.

Duties of the Distributor. (a) The Distributor shall use its devote reasonable best efforts time and effort to perform its duties hereundereffect sales of Shares of the Investment Company, but shall not be obligated to sell any specific number of Shares. The Distributor shall only sell Shares against orders therefore and will not purchase Shares from any person other than the Investment Company except as provided in Section 4. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like distribution arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunderselling the Shares of the Investment Company, the Distributor shall comply in with all material respects with the applicable requirements of all applicable lawsfederal and state laws and regulations and the regulations of the Financial Industry Regulatory Authority (“FINRA”), including securities laws relating to the ATM offerings sale of Sharessuch securities. Upon the written direction of the Investment Company, the Distributor may select one or more dealers complying with such requirements (each a “selected dealer”) to participate in the purchase and sale of Fund Shares pursuant to a form agreement approved by the Investment Company. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof selected dealer nor any other person is authorized by the Fund Investment Company to give any information or to make any representations, other than those contained in its Registration Statement, the registration statement or related Prospectus and any sales literature specifically approved for such use by the FundInvestment Company. (c) The Distributor shall adopt and follow procedures for the confirmation of sales to investors and selected dealers or any sub-placement agent shall review selected agents, the collection of amounts payable by investors and file with FINRA selected dealers or selected agents on such sales, and the cancellation of unsettled transactions, as applicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection may be necessary to comply with the ATM offerings for the Fundrequirements of FINRA and any other applicable self-regulatory organization. (d) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. (e) The Distributor shall report to the Board at least quarterly, or more frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (f) The Distributor represents and warrants to the Fund that Investment Company that: (i) It is a limited liability company duly organized and existing and in good standing under the laws of the State of Delaware and it is duly qualified to carry on its business in the State of Delaware; (ii) It is empowered under applicable laws and by its Certificate of Formation and Operating Agreement to enter into and perform this Agreement; (iii) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement; (v) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Distributor, enforceable against the Distributor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vi) It is registered under the Exchange Act with the SEC as a broker-dealer, it is a member in good standing of FINRA, it will abide by the rules and regulations of FINRA, and it will notify the Investment Company if its membership in FINRA is terminated or suspended; and (vii) The performance by the Distributor of its obligations hereunder does not and will not contravene any provision of its Certificate of Formation and Operating Agreement. (e) Notwithstanding anything in this Agreement, including the Appendices, to the contrary, the Distributor makes no warranty or representation as to the number of selected dealers or selected agents with which it has all necessary licenses entered into agreements in accordance with Section 9 hereof, as to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulationsavailability of any Shares to be sold through any selected dealer, selected agent or other intermediary or as to any other matter not specifically set forth herein.

Duties of the Distributor. (a) The Trust grants to the Distributor the right to sell the Shares as agent on behalf of each Fund, during the term of this Agreement, subject to the registration requirements of the 1933 Act and the 1940 Act and of the laws governing the sale of securities in the various states ("Blue Sky Laws"), under the terms and conditions set forth in this Agreement. The Distributor shall use its reasonable best efforts have the right to perform its duties hereunder. The services sell, as agent on behalf of each Fund, the Distributor to Shares covered by the Fund hereunder are not to be deemed exclusive registration statement, prospectus and nothing herein contained shall prevent statement of additional information for the Distributor from entering into like arrangements with other investment companies so long as Trust then in effect under the performance of its obligations with respect to 1933 Act and the Fund hereunder is not impaired thereby▇▇▇▇ ▇▇▇. (b) In performing its duties hereunder, The Distributor agrees to act as agent of the Trust with respect to the continuous distribution of Shares of each Fund as set forth in the Registration Statement and in accordance with the provisions thereof. The Distributor further agrees as follows: (a) the Distributor shall comply in all material respects with the requirements generate and transmit confirmations of all applicable laws, including securities laws relating Share purchase order acceptances to the ATM offerings of Shares. Neither purchaser; (b) the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by shall deliver copies of the Fund to give any information or to make any representationsprospectus, other than those contained included in its the Registration Statement, Prospectus to purchasers of such Shares and any sales literature specifically approved for such use by upon request the FundStatement of Additional Information; and (c) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The rights granted to the Distributor or any sub-placement agent shall review be nonexclusive in that the Trust reserves the right to sell Shares to investors on applications received and file with FINRA as applicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with accepted by the ATM offerings for the FundTrust. (d) The Distributor agrees to supply administer the following additional servicesRule 12b-1 Plan on behalf of the Trust. The Distributor shall, together with such other services as at its own expense, set forth throughout up and maintain a system of recording and payments for fees and reimbursement of expenses disseminated pursuant to this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date Agreement and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of related agreements under the ATM offering of SharesFunds' Rule 12b-1 Plan and shall, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect pursuant to the underwriting compensation paid by 1940 Act, report such payment activity under the Fund Rule 12b-1 Plan to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the FundTrust at least quarterly. (e) The Distributor shall report to the Board at least quarterly, or more frequently, as requested by the Board, regarding: (i) the nature of the services provided All activities by the Distributor hereunder; (ii) and its agents and employees which are primarily intended to result in the amount sale of compensation sub-placement agentsShares shall comply with the Registration Statement and Prospectus, if anythe instructions of the Board of Trustees of the Trust and all applicable laws, are entitled rules and regulations including, without limitation, all rules and regulations made or adopted pursuant to retain or be paid the 1940 Act by the Distributor; and (iii) Commission or any securities association registered under the aggregate amount of underwriting compensation paid by 1934 Act, including the Fund to the Distributor in respect of the ATM offerings of SharesNASD. (f) Except as otherwise noted in the Registration Statement and Prospectus, the offering price for all Shares will be the aggregate net asset value of the Shares of the relevant Fund, as determined in the manner described in the Registration Statement and Prospectus. (g) If and whenever the determination of net asset value is suspended and until such suspension is terminated, no further orders for Shares will be processed by the Distributor except such unconditional orders as may have been placed with the Distributor before it had knowledge of the suspension. In addition, the Trust reserves the right to suspend sales and Distributor's authority to process orders for Shares on behalf of the Trust, upon due notice to the Distributor, if, in the judgment of the Trust, it is in the best interests of the Trust to do so. Suspension will continue for such period as may be determined by the Trust. (h) The Distributor represents is not authorized by the Trust to give any information or to make any representations other than those contained in the Registration Statement or Prospectus or contained in shareholder reports or other material that may be prepared by or on behalf of the Trust for the Distributor's use. The Distributor shall be entitled to rely on and warrants shall not be responsible in any way for information provided to it by the Trust and its respective service providers and shall not be liable or responsible for the errors and omissions of such service providers, provided that the foregoing shall not be construed to protect the Distributor against any liability to the Fund Trust or the Trust's shareholders to which the Distributor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. (i) The Board of Trustees shall approve the form of any Investor Services Agreement to be entered into by the Distributor. (j) At the request of the Trust, the Distributor shall enter into agreements in the form specified by the Trust (each a "Participant Agreement") with participants in the system for book-entry of The Depository Trust Company and the NSCC as described in the Prospectus. (k) The Distributor shall ensure that all direct requests for Prospectuses and Statements of Additional of Information are fulfilled. The Distributor will generally make it has known in the brokerage community that prospectuses and statements of additional information are available, including by (i) making such disclosure in all necessary licenses marketing and advertising materials prepared and/or filed by the Distributor with the NASD, and (ii) as may otherwise be required by the Commission. (l) The Distributor agrees to perform make available, at the services contemplated hereunder Trust's request, one or more members of its staff to attend Board meetings of the Trust in order to provide information with regard to the ongoing distribution process and will perform for such services in compliance with all applicable rules and regulationsother purposes as may be requested by the Board of Trustees of the Trust.

Duties of the Distributor. (a) The Distributor shall use its devote reasonable best efforts time and effort to perform its duties hereunder. The services of the Distributor to the Fund Trust hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund Trust hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply use its best efforts in all material respects to duly conform with the requirements of all applicable laws, including securities laws relating to the ATM offerings sale of Sharessecurities. Neither the Distributor nor any sub-placement agent financial intermediary having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund Trust to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and Statement of Additional Information, if any, and any sales literature specifically approved for such use by the FundTrust for use with prospective investors. (c) The Distributor or any sub-placement agent shall review adopt and file with FINRA follow procedures, as applicableapproved by the officers of the Trust, all for the confirmation of sales literature to investors and selected dealers (advertisementsas defined below), brochures the collection of amounts payable by investors and shareholder communications) prepared in connection selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the ATM offerings for requirements of the FundFinancial Industry Regulatory Authority (“FINRA”) applicable to sales of Shares, as such requirements may from time to time exist. (d) The Distributor agrees to supply the following additional services, together with such other appoint financial intermediaries to provide distribution services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by Shares (“Distribution Services”) and personal investor services and account maintenance services (“Investor Services”) to shareholders of the Fund Trust that are customers of such financial intermediaries and to assist the financial intermediaries in the provision of such services and for the Distributor to provide such services to shareholders that are its customers. The Distribution Services and Investor Services shall not be inconsistent with the services stated in any 18f-3 plan or 12b-1 plan of the Trust adopted pursuant to the Distributor in respect thereof; and 11. providing such other information, assistance and services as multi-class exemptive relief on which the Trust may be reasonably requested by relying at the Fund. (e) The Distributor time. Distribution Services shall report to the Board at least quarterlyinclude, or more frequently, as requested by the Board, regardingbut not be limited to: (i) providing information about the nature of the services provided by the Distributor hereunderTrust; (ii) the amount development, formulation and implementation of compensation sub-placement agentsmarketing and promotional activities, if anyincluding direct mail promotions and television, are entitled to retain or be paid by the Distributorradio, magazine, newspaper, electronic and other mass media advertising; and (iii) the aggregate amount preparation, printing and distribution of underwriting compensation paid by prospectuses, statements of additional information, and reports (other than prospectuses, statements of additional information or reports used for regulatory purposes or for distribution to existing shareholders); (iv) the Fund preparation, printing and distribution of sales literature, including prospectuses and statements of additional information; (v) expenditures for sales or distribution support services such as for telephone facilities and in-house telemarketing in order to assist investors in subscribing for Shares and selecting dividend and other account options; (vi) preparation of information, analyses and opinions with respect to marketing and promotional activities; (vii) expenses of financial intermediaries in conducting initial and ongoing due diligence with respect to the Distributor in respect Trust; (viii) commissions, incentive compensation or other compensation to, and expenses of, account executives or other employees of the ATM offerings Distributor, BlackRock or financial intermediaries, attributable to distribution or sales support activities, as applicable, including interest expenses and other costs associated with financing of Sharessuch commissions, compensation and expenses; (ix) travel, equipment, printing, delivery and mailing costs, overhead and other office expenses of the Distributor, BlackRock or financial intermediaries, attributable to distribution or sales support activities, as applicable; (x) the costs of administering the Trust’s Distribution and Servicing Plan; (xi) expenses of organizing and conducting sales seminars; and (xii) any other costs and expenses relating to distribution or sales support activities. Investor Services shall include, but not be limited to: (i) answering shareholder inquiries regarding account status and history, the manner in which purchases, exchanges and tenders/repurchases of Shares may be effected and certain other matters pertaining to the shareholders’ investments; (ii) receiving, aggregating and processing shareholder subscriptions; (iii) furnishing shareholder sub-accounting; (iv) providing and maintaining elective shareholder services such as wire transfer services; (v) communicating periodically with shareholders; (vi) acting as the shareholder of record and nominee for shareholders; (vii) maintaining accounting records for shareholders; (viii) answering questions and handling correspondence from shareholders about their accounts; (ix) issuing confirmations for transactions by shareholders; (x) performing similar account administrative services; (xi) providing such shareholder communications and recordkeeping services as may be required for any program for which a financial intermediary is a sponsor that relies on Rule 3a-4 under the Investment Company Act (i.e., a “wrap fee” program); and (xii) providing such other similar services as may reasonably be requested to the extent a financial intermediary is permitted to do so under applicable statutes, rules, or regulations. (fe) The Distributor represents and warrants to the Fund Trust that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulationsregulations and it shall obtain adequate assurances from the financial intermediaries with respect to their licensing and performance of services contemplated by this Agreement, including without limitation applicable anti-money laundering laws and regulations of the United States and any jurisdiction in which investors are solicited. (f) For so long as this Agreement is in effect, the Distributor shall provide or cause to be provided to the Board, at least quarterly and at such other times as requested by the Board, a written report of the amounts expended pursuant to this Agreement in respect of Distribution Services and Investor Services and the purposes for which those expenditures were made, and such other information relating to this Agreement as may be requested by the Board from time to time.

Duties of the Distributor. (a) The Distributor shall use its devote reasonable best efforts time and effort to perform its duties hereundereffect sales of Shares of each Fund but shall not be obligated to sell any specific number of Shares. The services of the Distributor to the Fund Funds hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like distribution arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunderselling the Shares of the Funds, the Distributor shall comply use its best efforts in all material respects duly to conform with the requirements of all applicable lawsFederal and state laws and regulations and the regulations of the National Association of Securities Dealers, including securities laws Inc. (the "NASD") relating to the ATM offerings sale of Sharessuch securities. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the any Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus registration statement or related prospectus and statement of additional information and any sales literature specifically approved for by such use by the Fund. (c) The Distributor shall adopt and follow procedures, as approved by the officers of each Fund, for the confirmation of sales to participants in the CMA program or any sub-placement agent shall review and file with FINRA the WCMA program, as applicable, all sales literature (advertisementsand other customers of the Distributor, brochures the collection of amounts payable by investors on such sales, and shareholder communications) prepared in connection the cancellation of unsettled transactions, as may be necessary to comply with the ATM offerings for requirements of the FundNASD, as such requirements may from time to time exist. (d) Through the CMA program or the WCMA program, as applicable, the Fund is linked to a ▇▇▇▇▇▇▇ ▇▇▇▇▇ securities account and a Visa account through the CMA program, and automatic purchases and redemptions of shares of the Fund by participants in the CMA program will be effected pursuant to the CMA program or the WCMA program, as applicable. CMA customers may be liable for the unauthorized use of their Visa card in an amount up to $50. The owner of a Visa card will not be liable for any unauthorized use that occurs after the Visa processing agent has been notified orally or in writing of loss, theft or possible unauthorized use. If shares of the Fund are redeemed due to the unauthorized use of the Visa card, the Fund agrees to reinstate such shares in the account of the shareholder as if never sold and the Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by indemnify the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance against any losses caused thereby and services as may be reasonably requested by the Fundall costs associated therewith. (e) The Distributor shall report to the Board at least quarterly, or more frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (f) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations.

Duties of the Distributor. (a) In addition to selling and marketing the Fund (as described in Section I), the Distributor shall furnish personal investor services and account maintenance services to Shareholders of the Fund (“Shareholder Services”), and/or retain Selling Agents whose clients purchase Shares to provide Shareholder Services to Shareholders who are clients of such Selling Agents. Shareholder Services shall include, but shall not be limited to: (i) handling inquiries from Shareholders regarding the Fund, including but not limited to questions concerning their investments in the Fund, and reports and tax information provided by the Fund; (ii) assisting in the enhancement of communications between Shareholders and the Fund; (iii) notifying the Fund of any changes to Shareholder information, such as changes of address; (iv) providing such other information and Shareholder Services as may be reasonably requested by the Fund or, in the case of Selling Agents, by the Distributor; (v) assisting in any transfer of Shares made in accordance with the terms of the Fund’s Prospectus; and (vi) assisting in any repurchase offers conducted by the Fund, including, but not limited to: delivering to each Shareholder in a timely manner any applicable repurchase offer material, responding to client inquiries about procedures for tendering Shares, tendering Shares on behalf of Shareholders that wish to participate in the repurchase offer, remitting repurchase proceeds to the appropriate Shareholders, and in the event the Fund is required to pro rate repurchase offers, determining correct allocations among Shareholders of any repurchase proceeds and any Shares not purchased in the repurchase offer. (b) The Distributor shall use its devote reasonable best efforts time and effort to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (bc) In performing its duties hereunder, the Distributor shall comply use its best efforts in all material respects to duly conform with the requirements of all applicable laws, including securities laws relating to the ATM offerings sale of Shares. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor or any sub-placement agent shall review and file with FINRA as applicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fundsecurities. (d) The Distributor agrees to supply shall adopt and follow procedures, as approved by the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding officers of the Fund; 2. assisting in , for the enhancement confirmation of communications between sub-placement agents sales to investors and Selling Agents, the collection of amounts payable by investors and Selling Agents on such sales, and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount cancellation of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Sharesunsettled transactions, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by necessary to comply with the Fundrequirements of the Financial Industry Regulatory Authority, Inc. (“FINRA”), as such requirements may from time to time exist. (e) The Distributor shall report to use the Board at least quarterlyfacilities, or more frequently, as requested by the Board, regarding: (i) the nature rules and procedures of the services provided by National Securities Clearing Corporation (NSCC) Fund Settlement, Entry and Registration Verification System (Fund/SERV System) for the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; payment for and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings delivery of Shares. (f) The Distributor represents and warrants to the Fund that it has all necessary licenses filed a Continuance in Membership Application with FINRA (the “FINRA Application”) to perform cover distribution of the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulationsFund.

Duties of the Distributor. (a) The Trust grants to the Distributor the right to sell the Shares as agent on behalf of each Fund, during the term of this Agreement, subject to the registration requirements of the 1933 Act and the 1940 Act and of the laws governing the sale of securities in the various states ("Blue Sky Laws"), under the terms and conditions set forth in this Agreement. The Distributor shall use its reasonable best efforts have the right to perform its duties hereunder. The services sell, as agent on behalf of each Fund, the Distributor to Shares covered by the Fund hereunder are not to be deemed exclusive registration statement, prospectus and nothing herein contained shall prevent statement of additional information for the Distributor from entering into like arrangements with other investment companies so long as Trust then in effect under the performance of its obligations with respect to 1933 Act and the Fund hereunder is not impaired thereby1940 Act. (b) In performing its duties hereunder, The Distributor agrees to act as agent o▇ ▇▇▇ ▇▇ust with respect to the continuous distribution of Shares of each Fund as set forth in the Registration Statement and in accordance with the provisions thereof. The Distributor further agrees as follows: (a) the Distributor shall comply in all material respects with the requirements generate and transmit confirmations of all applicable laws, including securities laws relating Share purchase order acceptances to the ATM offerings of Shares. Neither purchaser; (b) the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by shall deliver copies of the Fund to give any information or to make any representationsprospectus, other than those contained included in its the Registration Statement, Prospectus to purchasers of such Shares and any sales literature specifically approved for such use by upon request the FundStatement of Additional Information; and (c) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The rights granted to the Distributor or any sub-placement agent shall review be nonexclusive in that the Trust reserves the right to sell Shares to investors on applications received and file with FINRA as applicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with accepted by the ATM offerings for the FundTrust. (d) The Distributor agrees to supply administer the following additional servicesRule 12b-1 Plan on behalf of the Trust. The Distributor shall, together with such other services as at its own expense, set forth throughout up and maintain a system of recording and payments for fees and reimbursement of expenses disseminated pursuant to this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date Agreement and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of related agreements under the ATM offering of SharesFunds' Rule 12b-1 Plan and shall, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect pursuant to the underwriting compensation paid by 1940 Act, report such payment activity under the Fund Rule 12b-1 Plan to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the FundTrust at least quarterly. (e) The Distributor shall report to the Board at least quarterly, or more frequently, as requested by the Board, regarding: (i) the nature of the services provided All activities by the Distributor hereunder; (ii) and its agents and employees which are primarily intended to result in the amount sale of compensation sub-placement agentsShares shall comply with the Registration Statement and Prospectus, if anythe instructions of the Board of Trustees of the Trust and all applicable laws, are entitled rules and regulations including, without limitation, all rules and regulations made or adopted pursuant to retain or be paid the 1940 Act by the Distributor; and (iii) Commission or any securities association registered under the aggregate amount of underwriting compensation paid by 1934 Act, including the Fund to the Distributor in respect of the ATM offerings of SharesNASD. (f) Except as otherwise noted in the Registration Statement and Prospectus, the offering price for all Shares will be the aggregate net asset value of the Shares of the relevant Fund, as determined in the manner described in the Registration Statement and Prospectus. (g) If and whenever the determination of net asset value is suspended and until such suspension is terminated, no further orders for Shares will be processed by the Distributor except such unconditional orders as may have been placed with the Distributor before it had knowledge of the suspension. In addition, the Trust reserves the right to suspend sales and Distributor's authority to process orders for Shares on behalf of the Trust, upon due notice to the Distributor, if, in the judgment of the Trust, it is in the best interests of the Trust to do so. Suspension will continue for such period as may be determined by the Trust. (h) The Distributor represents is not authorized by the Trust to give any information or to make any representations other than those contained in the Registration Statement or Prospectus or contained in shareholder reports or other material that may be prepared by or on behalf of the Trust for the Distributor's use. The Distributor shall be entitled to rely on and warrants shall not be responsible in any way for information provided to it by the Trust and its respective service providers and shall not be liable or responsible for the errors and omissions of such service providers, provided that the foregoing shall not be construed to protect the Distributor against any liability to the Fund Trust or the Trust's shareholders to which the Distributor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. (i) The Board of Trustees shall approve the form of any Investor Services Agreement to be entered into by the Distributor. (j) At the request of the Trust, the Distributor shall enter into agreements in the form specified by the Trust (each a "Participant Agreement") with participants in the system for book-entry of The Depository Trust Company and the NSCC as described in the Prospectus. (k) The Distributor shall ensure that all direct requests for Prospectuses and Statements of Additional of Information are fulfilled. The Distributor will generally make it has known in the brokerage community that prospectuses and statements of additional information are available, including by (i) making such disclosure in all necessary licenses marketing and advertising materials prepared and/or filed by the Distributor with the NASD, and (ii) as may otherwise be required by the Commission. (l) The Distributor agrees to perform make available, at the services contemplated hereunder Trust's request, one or more members of its staff to attend Board meetings of the Trust in order to provide information with regard to the ongoing distribution process and will perform for such services in compliance with all applicable rules and regulationsother purposes as may be requested by the Board of Trustees of the Trust.

Duties of the Distributor. (a) The Distributor shall use its reasonable best efforts to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply in all material respects with the requirements of all applicable laws, including securities laws relating to the ATM offerings sale of Sharessecurities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor or any sub-placement agent shall review and file with FINRA as applicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (d) The Distributor agrees to supply the following additional services, either on its own or in conjunction with the Fund's other service providers, including but not limited to the Adviser, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s 's Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. For the avoidance of doubt, the Distributor shall not sell any shares of the Fund directly to any investors. (e) The Distributor shall report to the Board at least quarterly, or more frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (f) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations.

Duties of the Distributor. (a) The Distributor shall use its devote reasonable best efforts time and effort to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply in all material respects with the requirements of all applicable laws, including securities laws relating to the ATM offerings sale of Sharessecurities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor or any sub-placement agent shall review and file with FINRA as applicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (d) The Distributor agrees to supply the following additional services, as requested by the Fund, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. For the avoidance of doubt, the Distributor shall not sell any shares of the Fund directly to any investors. (e) The Distributor shall report to the Board (or provide such information to Fund management for reporting to the Board) at least quarterly, or more frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (f) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations.

Duties of the Distributor. (a) The Distributor shall use its devote reasonable best efforts time and effort to perform its duties hereunder. The services of the Distributor to the Fund Trust hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund Trust hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply use its best efforts in all material respects to duly conform with the requirements of all applicable laws, including securities laws relating to the ATM offerings sale of Sharessecurities. Neither the Distributor nor any sub-placement agent financial intermediary having an agreement to offer and sell Shares pursuant to Section 5 7 hereof nor any other person is authorized by the Fund Trust to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and Statement of Additional Information, if any, and any sales literature specifically approved for such use by the FundTrust for use with prospective investors. (c) The Distributor or any sub-placement agent shall review adopt and file with FINRA follow procedures, as applicableapproved by the officers of the Trust, all for the confirmation of sales literature to investors and selected dealers (advertisementsas defined below), brochures the collection of amounts payable by investors and shareholder communications) prepared in connection selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the ATM offerings for requirements of the FundFinancial Industry Regulatory Authority (“FINRA”) applicable to sales of Shares, as such requirements may from time to time exist. (d) The Distributor agrees to supply appoint financial intermediaries to provide distribution services with respect to the following additional servicesShares and personal investor services and account maintenance services (“Investor Services”) to shareholders of the Trust that are customers of such financial intermediaries and to assist the financial intermediaries in the provision of such services and for the Distributor to provide such services to shareholders that are its customers. Such services shall include, together with such other services as set forth throughout this Agreementbut not be limited to: 1. handling inquiries from sub-placement agents such shareholders regarding the FundTrust, including but not limited to questions concerning their investments in the Trust, account balances, tender/repurchase offers and reports and tax information provided by the Trust; 2. assisting in the enhancement of communications between sub-placement agents such shareholders and the FundTrust; 3. communicating assisting in the Minimum Price or Minimum Sales Price preparation of reports and transaction statements to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Priceshareholders; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any providing sub-placement agentsaccounting services for Shares held beneficially by such shareholders; 5. notifying any sub-placement agents of any suspension or termination forwarding reports of the ATM offering of SharesTrust and other information to such shareholders, together with any corresponding resumption of the ATM offering of Sharesincluding, if necessary, tender offer documents; 6. coordinating delivery of assisting in receiving and forwarding repurchase requests from such shareholders during any Shares sold through sub-placement agents to such sub-placement agents on tender offer conducted by the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commissionTrust; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting receiving and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereoftransmitting proxies; and 118. providing such other information, assistance information and services Investor Services as may be reasonably requested by the FundTrust. (e) The Distributor shall report to the Board at least quarterly, or more frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (f) The Distributor represents and warrants to the Fund Trust that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulationsregulations and it shall obtain adequate assurances from the financial intermediaries with respect to their licensing and performance of services contemplated by this Agreement, including without limitation applicable anti-money laundering laws and regulations of the United States and any jurisdiction in which investors are solicited.

Duties of the Distributor. (a) 5.1 The Distributor shall use its devote reasonable best efforts time and effort to perform its duties hereundereffect sales of Shares, but shall not be obligated to sell any specific number of Shares. Sales of the Shares shall be on the terms described in the Prospectus. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering may enter into like arrangements with other investment companies so long companies. The Distributor shall compensate the Selling Agents as set forth in the performance of its obligations with respect to the Fund hereunder is not impaired therebyProspectus. (b) 5.2 In performing its duties hereunderselling the Shares, the Distributor shall comply use its best efforts in all material respects duly to conform with the requirements of all applicable laws, including securities federal and state laws relating to the ATM offerings sale of Sharessuch securities. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof Selling Agent nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its the Registration Statement, Statement or Prospectus and any sales literature specifically approved for such use by appropriate officers of the Fund. (c) 5.3 The Distributor or any sub-placement agrees it has adopted and implemented procedures for the confirmation of sales to investors and Selling Agents, the collection of amounts payable by investors and Selling Agents on such sales and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of Securities Exchange Act Rule 10b-10 and the rules of the Financial Industry Regulatory Authority (“FINRA”). 5.4 The Distributor shall act as agent shall review and file with FINRA as applicable, all sales literature (advertisements, brochures and shareholder communications) prepared of the Fund in connection with the ATM offerings for the Fund. (d) The Distributor agrees to supply the following additional services, together with such other services sale of Shares. Except as set forth throughout otherwise provided in this Agreement: 1. handling inquiries from sub-placement agents regarding , the Fund; 2. assisting in Distributor shall act as principal with respect to all other matters relating to the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price promotion or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. (e) The Distributor shall report enter into agreements with Selling Agents to offer and sell shares to the Board at least quarterlypublic upon the terms and conditions set forth therein, which shall not be materially inconsistent with the terms of this Agreement. Each agreement with a Selling Agent shall provide that the Selling Agent agrees that it is acting as principal for Selling Agent’s own account or as agent on behalf of Selling Agent’s customers in all transactions in Shares (and not as agent of the Fund), except that in connection with orders for the purchase of Shares on behalf of any IRAs, 401(k) plans or other retirement plan accounts, by mail, telephone, or more frequentlywire, Selling Agent shall agree it acts as requested by agent for the Boardcustodian or trustee of such plans. 4886-7907-4175, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (f) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations.v.1

Duties of the Distributor. (a) 5.1 The Distributor shall use its devote reasonable best efforts time and effort to perform its duties hereundereffect sales of Shares, but shall not be obligated to sell any specific number of Shares. Sales of the Shares shall be on the terms described in the Prospectus. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering may enter into like arrangements with other investment companies so long companies. The Distributor shall compensate the Selling Agents as set forth in the performance of its obligations with respect to the Fund hereunder is not impaired therebyProspectus. (b) 5.2 In performing its duties hereunderselling the Shares, the Distributor shall comply use its best efforts in all material respects duly to conform with the requirements of all applicable laws, including securities federal and state laws relating to the ATM offerings sale of Sharessuch securities. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof Selling Agent nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its the Registration Statement, Statement or Prospectus and any sales literature specifically approved for such use by appropriate officers of the Fund. (c) 5.3 The Distributor or any sub-placement agrees it has adopted and implemented procedures for the confirmation of sales to investors and Selling Agents, the collection of amounts payable by investors and Selling Agents on such sales and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of Securities Exchange Act Rule 10b-10 and the rules of the Financial Industry Regulatory Authority (“FINRA”). 5.4 The Distributor shall act as agent shall review and file with FINRA as applicable, all sales literature (advertisements, brochures and shareholder communications) prepared of the Fund in connection with the ATM offerings for the Fund. (d) The Distributor agrees to supply the following additional services, together with such other services sale of Shares. Except as set forth throughout otherwise provided in this Agreement: 1. handling inquiries from sub-placement agents regarding , the Fund; 2. assisting in Distributor shall act as principal with respect to all other matters relating to the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price promotion or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. (e) The Distributor shall report enter into agreements with Selling Agents to offer and sell shares to the Board at least quarterlypublic upon the terms and conditions set forth therein, which shall not be inconsistent with the terms of this Agreement. Each agreement with a Selling Agent shall provide that the Selling Agent agrees that it is acting as principal for Selling Agent’s own account or as agent on behalf of Selling Agent’s customers in all transactions in Shares (and not as agent of the Fund), except that in connection with orders for the purchase of Shares on behalf of any IRAs, 401(k) plans or other retirement plan accounts, by mail, telephone, or more frequentlywire, Selling Agent shall agree it acts as requested by agent for the Board, regarding: (i) the nature custodian or trustee of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Sharessuch plans. (f) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations.

Duties of the Distributor. (a) The Distributor shall use its reasonable best efforts to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply in all material respects with the requirements of all applicable laws, including securities laws relating to the ATM offerings sale of Sharessecurities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor or any sub-placement agent shall review and file with FINRA as applicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (d) The Distributor agrees to supply the following additional services, either on its own or in conjunction with the Fund’s other service providers, including but not limited to Adviser, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. For the avoidance of doubt, the Distributor shall not sell any shares of the Fund directly to any investors. (e) The Distributor shall report to the Board at least quarterly, or more frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (f) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations.

Duties of the Distributor. (a) The Distributor shall use its reasonable best efforts to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply in all material respects with the requirements of all applicable laws, including securities laws relating to the ATM offerings sale of Sharessecurities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor or any sub-placement agent shall review and file with FINRA as applicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (d) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s 's Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. For the avoidance of doubt, the Distributor shall not sell any shares of the Fund directly to any investors. (e) The Distributor shall report to the Board at least quarterly, or more frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (f) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations.

Duties of the Distributor. (a) The Distributor shall use its devote reasonable best efforts time and effort to perform its duties hereundereffect sales of Shares of the Investment Company, but shall not be obligated to sell any specific number of Shares. The Distributor shall only sell Shares against orders therefore and will not purchase Shares from any person other than the Investment Company except as provided in Section 4. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like distribution arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunderselling the Shares of the Investment Company, the Distributor shall comply in with all material respects with the applicable requirements of all applicable lawsfederal and state laws and regulations and the regulations of the Financial Industry Regulatory Authority (“FINRA”), including securities laws relating to the ATM offerings sale of Sharessuch securities. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof selected dealer nor any other person is authorized by the Fund Investment Company to give any information or to make any representations, other than those contained in its Registration Statement, the registration statement or related Prospectus and any sales literature specifically approved for such use by the FundInvestment Company. (c) The Distributor or any sub-placement agent shall review and file with FINRA as applicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (d) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. (e) The Distributor shall report to the Board at least quarterly, or more frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (f) The Distributor represents and warrants to the Fund that Investment Company that: (i) It is a limited liability company duly organized and existing and in good standing under the laws of the State of Delaware and it is duly qualified to carry on its business in the State of Delaware; (ii) It is empowered under applicable laws and by its Certificate of Formation and Operating Agreement to enter into and perform this Agreement; (iii) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; (iv) It has all and will continue to have access to the necessary licenses facilities, equipment and personnel to perform its duties and obligations under this Agreement; (v) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the services contemplated Distributor, enforceable against the Distributor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vi) It is registered under the Exchange Act with the SEC as a broker-dealer, it is a member in good standing of FINRA, it will abide by the rules and regulations of FINRA, and it will notify the Investment Company if its membership in FINRA is terminated or suspended; and (vii) The performance by the Distributor of its obligations hereunder does not and will perform such services in compliance with all applicable rules not contravene any provision of its Certificate of Formation and regulationsOperating Agreement.

Duties of the Distributor. (a) The Distributor shall use its reasonable best efforts to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply in all material respects with the requirements of all applicable laws, including securities laws relating to the ATM offerings sale of Sharessecurities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor or any sub-placement agent shall review and file with FINRA as applicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (d) The Distributor agrees to supply the following additional services, either on its own or in conjunction with the Fund’s other service providers, including but not limited to the Fund’s investment adviser, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. For the avoidance of doubt, the Distributor shall not sell any shares of the Fund directly to any investors. (e) The Distributor shall report to the Board at least quarterly, or more frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (f) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations.

Duties of the Distributor. (a) In addition to selling and marketing the Fund (as described in Section 1), the Distributor shall furnish personal investor services and account maintenance services to Shareholders of the Fund ("Shareholder Services"), and/or retain Selling Agents whose clients purchase Shares to provide Shareholder Services to Shareholders who are clients of such Selling Agents. Shareholder Services shall include, but shall not be limited to: (i) handling inquiries from Shareholders regarding the Fund, including but not limited to questions concerning their investments in the Fund, and reports and tax information provided by the Fund; (ii) assisting in the enhancement of communications between Shareholders and the Fund; (iii) notifying the Fund of any changes to Shareholder information, such as changes of address; (iv) providing such other information and Shareholder Services as may be reasonably requested by the Fund or, in the case of Selling Agents, by the Distributor; (v) assisting in any transfer of Shares made in accordance with the terms of the Fund's Prospectus; and (vi) assisting in any repurchase offers conducted by the Fund, including, but not limited to: delivering to each Shareholder in a timely manner any applicable repurchase offer material, responding to client inquiries about procedures for tendering Shares, tendering Shares on behalf of Shareholders that wish to participate in the repurchase offer, remitting repurchase proceeds to the appropriate Shareholders, and in the event the Fund is required to pro rate repurchase offers, determining correct allocations among Shareholders of any repurchase proceeds and any Shares not purchased in the repurchase offer. (b) The Distributor shall use its devote reasonable best efforts time and effort to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (bc) In performing its duties hereunder, the Distributor shall comply use its best efforts in all material respects to duly conform with the requirements of all applicable laws, including securities laws relating to the ATM offerings sale of Shares. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor or any sub-placement agent shall review and file with FINRA as applicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fundsecurities. (d) The Distributor agrees to supply shall adopt and follow procedures, as approved by the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding officers of the Fund; 2. assisting in , for the enhancement confirmation of communications between sub-placement agents sales to investors and Selling Agents, the collection of amounts payable by investors and Selling Agents on such sales, and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount cancellation of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Sharesunsettled transactions, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by necessary to comply with the Fundrequirements of the Financial Industry Regulatory Authority, Inc. ("FINRA"), as such requirements may from time to time exist. (e) The Distributor shall report to use the Board at least quarterlyfacilities, or more frequently, as requested by the Board, regarding: (i) the nature rules and procedures of the services provided by National Securities Clearing Corporation (NSCC) Fund Settlement, Entry and Registration Verification System (Fund/SERV System) for the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; payment for and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings delivery of Shares. (f) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations.

Duties of the Distributor. (a) The Distributor shall use its devote reasonable best efforts time and effort to perform its duties hereunder. The services of the Distributor to the Fund Trust hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund Trust hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply use its best efforts in all material respects to duly conform with the requirements of all applicable laws, including securities laws relating to the ATM offerings sale of Sharessecurities. Neither the Distributor nor any sub-placement agent financial intermediary having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund Trust to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and Statement of Additional Information, if any, and any sales literature specifically approved for such use by the FundTrust for use with prospective investors. (c) The Distributor or any sub-placement agent shall review adopt and file with FINRA follow procedures, as applicableapproved by the officers of the Trust, all for the confirmation of sales literature to investors and selected dealers (advertisementsas defined below), brochures the collection of amounts payable by investors and shareholder communications) prepared in connection selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the ATM offerings for requirements of the FundFinancial Industry Regulatory Authority (“FINRA”) applicable to sales of Shares, as such requirements may from time to time exist. (d) The Distributor agrees to supply appoint financial intermediaries to provide distribution services with respect to the following Shares (“Distribution Services”) and personal investor services and account maintenance services (“Investor Services”) to shareholders of the Trust that are customers of such financial intermediaries and to assist the financial intermediaries in the provision of such services and for the Distributor to provide such services to shareholders that are its customers. The Distribution Services and Investor Services shall not be inconsistent with the services stated in any 18f-3 plan or 12b-1 plan of the Trust adopted pursuant to the multi-class exemptive relief on which the Trust may be relying at the time. Distribution Services shall include, but not be limited to: (i) providing information about the Trust; (ii) the development, formulation and implementation of marketing and promotional activities, including direct mail promotions and television, radio, magazine, newspaper, electronic and other mass media advertising; (iii) the preparation, printing and distribution of prospectuses, statements of additional servicesinformation, together and reports (other than prospectuses, statements of additional information or reports used for regulatory purposes or for distribution to existing shareholders); (iv) the preparation, printing and distribution of sales literature, including prospectuses and statements of additional information; (v) expenditures for sales or distribution support services such as for telephone facilities and in-house telemarketing in order to assist investors in subscribing for Shares and selecting dividend and other account options; (vi) preparation of information, analyses and opinions with respect to marketing and promotional activities; (vii) expenses of financial intermediaries in conducting initial and ongoing due diligence with respect to the Trust; (viii) commissions, incentive compensation or other compensation to, and expenses of, account executives or other employees of the Distributor, BlackRock or financial intermediaries, attributable to distribution or sales support activities, as applicable, including interest expenses and other costs associated with financing of such commissions, compensation and expenses; (ix) travel, equipment, printing, delivery and mailing costs, overhead and other services office expenses of the Distributor, BlackRock or financial intermediaries, attributable to distribution or sales support activities, as set forth throughout this Agreement: 1applicable; (x) the costs of administering the Trust’s Distribution and Servicing Plan; (xi) expenses of organizing and conducting sales seminars; and (xii) any other costs and expenses relating to distribution or sales support activities. Investor Services shall include, but not be limited to: (i) handling inquiries from sub-placement agents investors regarding the Fund; 2. Trust, including but not limited to questions concerning their investments in the Trust, tender offers and reports and tax information provided by the Trust; (ii) assisting in the enhancement of communications between investors and the Trust; (iii) assisting in the establishment and maintenance of investors’ accounts with the Trust and maintaining related records; (iv) receiving, aggregating and processing purchase and repurchase transactions; (v) assisting in the preparation of reports and transaction statements for investors; (vi) providing sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell accounting services for Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination held beneficially; (vii) forwarding reports of the ATM offering of SharesTrust and other information to investors; (viii) receiving, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting tabulating and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereoftransmitting proxies; and 11. (ix) general account administration activities; and (x) providing such other information, assistance information and investor services as may be reasonably requested by the FundTrust. (e) The Distributor shall report to the Board at least quarterly, or more frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (f) The Distributor represents and warrants to the Fund Trust that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulationsregulations and it shall obtain adequate assurances from the financial intermediaries with respect to their licensing and performance of services contemplated by this Agreement, including without limitation applicable anti-money laundering laws and regulations of the United States and any jurisdiction in which investors are solicited. (f) For so long as this Agreement is in effect, the Distributor shall provide or cause to be provided to the Board, at least quarterly and at such other times as requested by the Board, a written report of the amounts expended pursuant to this Agreement in respect of Distribution Services and Investor Services and the purposes for which those expenditures were made, and such other information relating to this Agreement as may be requested by the Board from time to time.

Duties of the Distributor. (a) The Distributor shall use its devote reasonable best efforts time and effort to perform its duties hereunder. The services of the Distributor to the Fund Trust hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund Trust hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply use its best efforts in all material respects to duly conform with the requirements of all applicable laws, including securities laws relating to the ATM offerings sale of Sharessecurities. Neither the Distributor nor any sub-placement agent financial intermediary having an agreement to offer and sell Shares pursuant to Section 5 6 hereof nor any other person is authorized by the Fund Trust to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and Statement of Additional Information, if any, and any sales literature specifically approved for such use by the FundTrust for use with prospective investors. (c) The Distributor or any sub-placement agent shall review adopt and file with FINRA follow procedures, as applicableapproved by the officers of the Trust, all for the confirmation of sales literature to investors and selected dealers (advertisementsas defined below), brochures the collection of amounts payable by investors and shareholder communications) prepared in connection selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the ATM offerings for requirements of the FundFinancial Industry Regulatory Authority (“FINRA”) applicable to sales of Shares, as such requirements may from time to time exist. (d) The Distributor agrees to supply the following additional services, together with such other appoint financial intermediaries to provide distribution services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by Shares (“Distribution Services”) and personal investor services and account maintenance services (“Investor Services”) to shareholders of the Fund Trust that are customers of such financial intermediaries and to assist the financial intermediaries in the provision of such services and for the Distributor in respect thereof; and 11to provide such services to shareholders that are its customers. providing such other informationDistribution Services shall include, assistance and services as may but not be reasonably requested by the Fund. (e) The Distributor shall report to the Board at least quarterly, or more frequently, as requested by the Board, regardinglimited to: (i) providing information about the nature of the services provided by the Distributor hereunderTrust; (ii) the amount development, formulation and implementation of compensation sub-placement agentsmarketing and promotional activities, if anyincluding direct mail promotions and television, are entitled to retain or be paid by the Distributorradio, magazine, newspaper, electronic and other mass media advertising; and (iii) the aggregate amount preparation, printing and distribution of underwriting compensation paid by prospectuses, statements of additional information, and reports (other than prospectuses, statements of additional information or reports used for regulatory purposes or for distribution to existing shareholders); (iv) the Fund preparation, printing and distribution of sales literature, including prospectuses and statements of additional information; (v) expenditures for sales or distribution support services such as for telephone facilities and in-house telemarketing in order to assist investors in placing orders directly for the purchase of Shares and/or assisting investors in applying to purchase Shares and selecting dividend and other account options; (vi) preparation of information, analyses and opinions with respect to marketing and promotional activities; (vii) expenses of financial intermediaries in conducting initial and ongoing due diligence with respect to the Distributor in respect Trust; (vii) commissions, incentive compensation or other compensation to, and expenses of, account executives or other employees of the ATM offerings Distributor, BlackRock Advisors, LLC (“BlackRock”) or financial intermediaries, attributable to distribution or sales support activities, as applicable, including interest expenses and other costs associated with financing of Sharessuch commissions, compensation and expenses; (viii) travel, equipment, printing, delivery and mailing costs, overhead and other office expenses of the Distributor, BlackRock or financial intermediaries, attributable to distribution or sales support activities, as applicable; (ix) the costs of administering the Trust’s Distribution and Servicing Plan; (x) expenses of organizing and conducting sales seminars; and (xi) any other costs and expenses relating to distribution or sales support activities. Investor Services shall include, but not be limited to: (i) answering shareholder inquiries regarding account status and history, the manner in which purchases, exchanges and repurchases of Shares may be effected and certain other matters pertaining to the shareholders’ investments; (ii) receiving, aggregating and processing shareholder orders; (iii) furnishing shareholder sub-accounting; (iv) providing and maintaining elective shareholder services such as check writing and wire transfer services; (v) providing and maintaining pre-authorized investment plans; (vi) communicating periodically with shareholders; (vii) acting as the sole shareholder of record and nominee for shareholders; (viii) maintaining accounting records for shareholders; (ix) answering questions and handling correspondence from shareholders about their accounts; (x) issuing confirmations for transactions by shareholders; (xi) performing similar account administrative services, including assisting shareholders in designating and changing dividend options, account designations and addresses; (xii) providing such shareholder communications and recordkeeping services as may be required for any program for which a financial intermediary is a sponsor that relies on Rule 3a-4 under the Investment Company Act (i.e., a “wrap fee” program); and (xiii) providing such other similar services as may reasonably be requested to the extent a financial intermediary is permitted to do so under applicable statutes, rules, or regulations. (fe) The Distributor represents and warrants to the Fund Trust that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulationsregulations and it shall obtain adequate assurances from the financial intermediaries with respect to their licensing and performance of services contemplated by this Agreement, including without limitation applicable anti-money laundering laws and regulations of the United States and any jurisdiction in which investors are solicited.

Duties of the Distributor. (a) In addition to selling and marketing the Fund (as described in Section 1), the Distributor shall furnish personal investor services and account maintenance services to Shareholders of the Fund ("Shareholder Services"), and/or retain Selling Agents whose clients purchase Shares to provide Shareholder Services to Shareholders who are clients of such Selling Agents. Shareholder Services shall include, but shall not be limited to: (i) handling inquiries from Shareholders regarding the Fund, including but not limited to questions concerning their investments in the Fund, and reports and tax information provided by the Fund; (ii) assisting in the enhancement of communications between Shareholders and the Fund; (iii) notifying the Fund of any changes to Shareholder information, such as changes of address; (iv) providing such other information and Shareholder Services as may be reasonably requested by the Fund or, in the case of Selling Agents, by the Distributor; (v) assisting in any transfer of Shares made in accordance with the terms of the Fund's Prospectus; and (vi) assisting in any repurchase offers conducted by the Fund, including, but not limited to: delivering to each Shareholder in a timely manner any applicable repurchase offer material, responding to client inquiries about procedures for tendering Shares, tendering Shares on behalf of Shareholders that wish to participate in the repurchase offer, remitting repurchase proceeds to the appropriate Shareholders, and in the event the Fund is required to pro rate repurchase offers, determining correct allocations among Shareholders of any repurchase proceeds and any Shares not purchased in the repurchase offer. (b) The Distributor shall use its devote reasonable best efforts time and effort to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (bc) In performing its duties hereunder, the Distributor shall comply use its best efforts in all material respects to duly conform with the requirements of all applicable laws, including securities laws relating to the ATM offerings sale of Shares. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor or any sub-placement agent shall review and file with FINRA as applicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fundsecurities. (d) The Distributor agrees to supply shall adopt and follow procedures, as approved by the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding officers of the Fund; 2. assisting in , for the enhancement confirmation of communications between sub-placement agents sales to investors and Selling Agents, the collection of amounts payable by investors and Selling Agents on such sales, and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount cancellation of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Sharesunsettled transactions, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by necessary to comply with the Fundrequirements of the Financial Industry Regulatory Authority, Inc. ("FINRA"), as such requirements may from time to time exist. (e) The Distributor shall report to use the Board at least quarterlyfacilities, or more frequently, as requested by the Board, regarding: (i) the nature rules and procedures of the services provided by National Securities Clearing Corporation (NSCC) Fund Settlement, Entry and Registration Verification System (Fund/SERV System) for the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; payment for and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings delivery of Shares. (f) The Distributor represents and warrants to the Fund that it has all necessary licenses filed a Continuance in Membership Application with FINRA (the "FINRA Application") to perform cover distribution of the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulationsFund.

Duties of the Distributor. (a) The Distributor shall use its devote reasonable best efforts time and effort to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply in all material respects with the requirements of all applicable laws, including securities laws laws, relating to the ATM offerings sale of Sharessecurities. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor shall adopt and follow procedures, as approved by the officers of the Fund, for the confirmation of sales to selected dealers, the collection of amounts payable by selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of FINRA applicable to sales of Shares, as such requirements may from time to time exist. (d) The Distributor or any sub-placement agent shall review prepare or review, and file with FINRA federal and state agencies or other organizations as applicablerequired by federal, state, or other applicable laws and regulations, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (de) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering offerings of Shares, together with any corresponding resumption of the ATM offering offerings of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. (ef) The Distributor shall report to the Board at least quarterly, or more frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (fg) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (h) The Distributor shall make such initial and ongoing inquiry with respect to any sub-placement agents as shall be necessary to obtain appropriate assurances from any such sub-placement agents with respect to the respective sub-placement agents’ licensing, performance of services in respect of the Fund, compliance programs and such other matters as may be customary, necessary or desirable in respect of such sub-placement agents’ participation in the ATM offerings of Shares, or as may be requested by the Fund.

Duties of the Distributor. (a) The Distributor shall use its reasonable best efforts to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply in all material respects with the requirements of all applicable laws, including securities laws relating to the ATM offerings of Shares. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor or any sub-placement agent shall review and file with FINRA as applicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (d) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. (e) The Distributor shall report to the Board at least quarterly, or more frequently, as frequently as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (f) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations.

Duties of the Distributor. You agree that: (a) The Distributor shall use its reasonable best efforts to perform its duties hereunder. The services of the Distributor You will furnish to the Fund hereunder are not any pertinent information required to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations inserted with respect to you as the Distributor within the purview of all applicable laws and regulations in any reports or registrations required to be filed by the Fund hereunder is not impaired therebywith any governmental authority. (b) You will not make any representations inconsistent in any material respect with the information contained in the then-current Prospectus, SAI, or Registration Statement. (c) You will maintain such records as may be reasonably required for the Fund or its transfer agent to respond to shareholder requests or complaints, and to permit the Fund to maintain proper accounting records, and you will make such records available to the Fund and its investor servicing agent upon request. (d) In performing its your duties hereunderunder this Agreement, the Distributor shall you will comply in with all material respects with the requirements of the Prospectus and SAI and all applicable laws, rules and regulations (including securities laws relating the rules of FINRA) with respect to the ATM offerings offer, distribution, sale and purchase of Shares. Neither . (e) You will assist the Distributor nor Fund, the Fund’s administrator and/or custodian in any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized repurchase offers conducted by the Fund in a manner that is customary for distributors of closed-end funds similar to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (cf) The Distributor You will use the facilities, rules and procedures of the National Securities Clearing Corporation Fund Settlement, Entry and Registration Verification System (Fund/SERV System) for the payment for and delivery of Shares, or such other method or system mutually agreed upon in writing between us. (g) You will have the right to enter into agreements with Selling Agents (substantially in the form pre-approved by the Fund’s Board of Trustees, including a majority of the Trustees who are not “interested persons” as defined by the Investment Company Act) deemed by you to be well positioned to (i) sell Shares and (ii) provide, or arrange for the provision of, services contemplated by this Agreement. Shares sold to Selling Agents shall be for resale by such Selling Agents only. Notwithstanding the foregoing, you may enter into a selling agreement that is materially different than the pre-approved form only so long as you receive the prior written consent of the Fund’s Board of Trustees, including a majority of the Trustees who are not “interested persons” as defined by the Investment Company Act and the rules thereunder. Within the United States, you shall offer and sell Shares only to such Selling Agents as are members in good standing of FINRA. (h) You will be responsible for any sub-placement agent shall review payments made to Selling Agents as reimbursement for their expenses associated with payments of sales commissions to financial consultants. To the extent not reimbursed under Section 10 hereof, you will also bear the costs and file with FINRA as applicableexpenses of preparing, all sales printing and distributing any other literature (advertisements, brochures and shareholder communications) prepared used by you or furnished by you for use by you or the Selling Agents in connection with the ATM offerings offering of the shares for sale to the Fund. (d) The Distributor agrees to supply the following additional services, together public and expenses of advertising incurred by you in connection with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fundoffering. (e) The Distributor shall report to the Board at least quarterly, or more frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (f) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations.

Duties of the Distributor. (a) The Distributor shall use its devote reasonable best efforts time and effort to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply use its best efforts in all material respects to duly conform with the requirements of all applicable laws, including securities laws relating to the ATM offerings sale of Sharessecurities. Neither the Distributor nor any sub-placement agent financial intermediary having an agreement to offer and sell Shares pursuant to Section 5 6 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and Statement of Additional Information, if any, and any sales literature specifically approved for such use by the FundFund for use with prospective investors. (c) The Distributor or any sub-placement agent shall review adopt and file with FINRA follow procedures, as applicableapproved by the officers of the Fund, all for the confirmation of sales literature to investors and selected dealers (advertisementsas defined below), brochures the collection of amounts payable by investors and shareholder communications) prepared in connection selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the ATM offerings for requirements of the FundFinancial Industry Regulatory Authority (“FINRA”) applicable to sales of Shares, as such requirements may from time to time exist. (d) The Distributor agrees to supply the following additional services, together with such other appoint financial intermediaries to provide distribution services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by Shares (“Distribution Services”) and personal investor services and account maintenance services (“Investor Services”) to shareholders of the Fund that are customers of such financial intermediaries and to assist the financial intermediaries in the provision of such services and for the Distributor to provide such services to shareholders that are its customers. The Distribution Services and Investor Services shall not be inconsistent with the services stated in any 18f-3 plan or 12b-1 plan of the Fund adopted pursuant to the Distributor in respect thereof; and 11. providing such other information, assistance and services as multi-class exemptive relief on which the Fund may be reasonably requested by relying on at the Fund. (e) The Distributor time. Distribution Services shall report to the Board at least quarterlyinclude, or more frequently, as requested by the Board, regardingbut not be limited to: (i) providing information about the nature of the services provided by the Distributor hereunderFund; (ii) the amount development, formulation and implementation of compensation sub-placement agentsmarketing and promotional activities, if anyincluding direct mail promotions and television, are entitled to retain or be paid by the Distributorradio, magazine, newspaper, electronic and other mass media advertising; and (iii) the aggregate amount preparation, printing and distribution of underwriting compensation paid by prospectuses, statements of additional information, and reports (other than prospectuses, statements of additional information or reports used for regulatory purposes or for distribution to existing shareholders); (iv) the Fund preparation, printing and distribution of sales literature, including prospectuses and statements of additional information; (v) expenditures for sales or distribution support services such as for telephone facilities and in-house telemarketing in order to assist investors in placing orders directly for the purchase of Shares and/or assisting investors in applying to purchase Shares and selecting dividend and other account options; (vi) preparation of information, analyses and opinions with respect to marketing and promotional activities; (vii) expenses of financial intermediaries in conducting initial and ongoing due diligence with respect to the Distributor in respect Fund; (vii) commissions, incentive compensation or other compensation to, and expenses of, account executives or other employees of the ATM offerings Distributor, BlackRock Advisors, LLC (“BlackRock”) or financial intermediaries, attributable to distribution or sales support activities, as applicable, including interest expenses and other costs associated with financing of Sharessuch commissions, compensation and expenses; (viii) travel, equipment, printing, delivery and mailing costs, overhead and other office expenses of the Distributor, BlackRock or financial intermediaries, attributable to distribution or sales support activities, as applicable; (ix) the costs of administering the Fund’s Distribution and Servicing Plan; (x) expenses of organizing and conducting sales seminars; and (xi) any other costs and expenses relating to distribution or sales support activities. Investor Services shall include, but not be limited to: (i) answering shareholder inquiries regarding account status and history, the manner in which purchases, exchanges and repurchases of Shares may be effected and certain other matters pertaining to the shareholders’ investments; (ii) receiving, aggregating and processing shareholder orders; (iii) furnishing shareholder sub-accounting; (iv) providing and maintaining elective shareholder services such as check writing and wire transfer services; (v) providing and maintaining pre-authorized investment plans; (vi) communicating periodically with shareholders; (vii) acting as the sole shareholder of record and nominee for shareholders; (viii) maintaining accounting records for shareholders; (ix) answering questions and handling correspondence from shareholders about their accounts; (x) issuing confirmations for transactions by shareholders; (xi) performing similar account administrative services, including assisting shareholders in designating and changing dividend options, account designations and addresses; (xii) providing such shareholder communications and recordkeeping services as may be required for any program for which a financial intermediary is a sponsor that relies on Rule 3a-4 under the Investment Company Act (i.e., a “wrap fee” program); and (xiii) providing such other similar services as may reasonably be requested to the extent a financial intermediary is permitted to do so under applicable statutes, rules, or regulations. (fe) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulationsregulations and it shall obtain adequate assurances from the financial intermediaries with respect to their licensing and performance of services contemplated by this Agreement, including without limitation applicable anti-money laundering laws and regulations of the United States and any jurisdiction in which investors are solicited. (f) For so long as this Agreement is in effect, the Distributor shall provide or cause to be provided to the Board, at least quarterly and at such other times as requested by the Board, a written report of the amounts expended pursuant to this Agreement in respect of the Distribution Services and Investor Services and the purposes for which those expenditures were made, and such other information relating to this Agreement as may be requested by the Board from time to time.

Duties of the Distributor. (a) The Distributor shall use its reasonable best efforts to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply in all material respects with the requirements of all applicable laws, including securities laws relating to the ATM offerings sale of Sharessecurities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor or any sub-placement agent shall review and file with FINRA as applicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (d) The Distributor agrees to supply the following additional services, either on its own or in conjunction with the Fund’s other service providers, including but not limited to the Adviser, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s 's Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. For the avoidance of doubt, the Distributor shall not sell any shares of the Fund directly to any investors. (e) The Distributor shall report to the Board at least quarterly, or more frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (f) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations.

Duties of the Distributor. 5.1 The Distributor shall order at least the relevant Guaranteed Quantity for a Forecast Period until the last day of the Forecast Period. 5.2 The Distributor shall at all times use all reasonable efforts to advertise, promote, market and sell the Products in the Territory. 5.3 Before planning or commencing any major advertising or promotional activity for the Products in the Territory, the Distributor shall furnish to the Company a copy of such promotional materials for the Company's review. The Distributor agrees to accept any changes recommended by the Company, provided that such changes are reasonable based on regulatory requirements and/or preservation of good will associated with the Company's Trade Mark. 5.4 The Distributor shall inform the Company in writing ▇▇▇ry month of the status of its business related with this Agreement and any other information it acquires that is likely to be a significant interest, use, or benefit to the Company, including but not limited to monthly shipped volumes, sales prices at which the Products were sold to Sub-Distributors and End-Users, and new or continuing relationships with its customers and/or Sub-Distributors (aincluding the details of all contracts entered into with its customers and/or Sub-Distributors in connection with the Product or foods or beverages containing the Product). 5.5 The Distributor shall insure that the Product is sold or resold in good condition. 5.6 The Distributor shall not present the Product in a way that is inconsistent with the reality, by spreading unjustified and exaggerated opinions about the Product's quality, content, applications, effectiveness, granted attestations, country of origin, availability, etc. 5.7 The Distributor shall not make any settlement offers or accept claims in connection with complaints regarding the Product sold in a way that is inconsistent with the terms of this Agreement. 5.8 The Distributor shall not make any settlement offers or accept claims in connection with complaints regarding the Product sold in a way that is inconsistent with the terms of this Agreement. 5.9 The Distributor shall not directly or indirectly (i) establish any branch, warehouse or distribution center outside the Territory for the promotions, distribution, or sale of the Products, (ii) promote, distribute, or sell the Products outside the Territory, (iii) advertise or solicit customers outside the Territory, or (iv) sell or otherwise dispose of the Products within the Territory if the Distributor knows, suspects, or has a reason to know or suspect that the Products will be resold in or to any area outside the Territory. 5.10 In the event that the Distributor receives inquiries from sources outside the Territory, the Distributor shall redirect or transfer such inquiries to the Company. 5.11 The Distributor shall at all times have under its control or in its possession such stocks of the Products as shall be sufficient in all respects to meet reasonably anticipated demands of the Sub-Distributors and/or customers (both actual and anticipated) for the Products in the Territory. The Distributor shall store such stock in its proper warehouse and all deliveries shall be dealt with through such storage facility. 5.12 The Distributor shall be responsible for complying with any and all necessary or proper laws, rules, regulations, decrees and other applicable government or administrative procedures for the distribution and sale of the Products in the Territory. The Distributor shall be responsible for obtaining or causing Sub-Distributors to obtain all government approvals and authorizations for the distribution and sale of the Products in the Territory, including but not limited to obtaining the FOSHU designation from the Japanese Ministry of Health Labour and Welfare. 5.13 The Distributor shall use its all reasonable best efforts to perform its duties hereunderfind additional sub-distributors to sell the Products in the Territory. The services of Company has the right to approve a sub-distributor found and recommended by the Distributor as a Sub-Distributor. The Distributor shall not distribute the Products to any sub-distributor not approved by the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired therebyCompany. 5.14 The Distributor shall make all reasonable efforts to develop cholesterol reducing foods and beverages containing the product which food and beverages should be suitable for the Japanese food and beverage market. 5.15 The Distributor shall maintain close marketing relationships with the Sub-Distributors and other customers so that their relevant needs and future plans are ascertained. 5.16 The Distributor shall diligently respond to routine service inquiries from the Sub-Distributors and other customers either by telephone, fax, e-mail or in the field, including: (a) maintaining liaison with the Sub-Distributors and other customers; and (b) In performing assisting the Sub-Distributors and other customers in the implementation of the Company's warranty for the Product. 5.17 The Distributor shall promptly draw to the attention to the company any new or revised legislation, regulation or orders related to the food and beverage sector in the Territory when such legislation, regulation or orders comes to its duties hereunderattention. 5.18 Immediately after entering into any significant contract with the Sub-Distributors or other customers in connection with the Product or foods or beverages containing the product (including but not limited to, all contracts with a potential volume of (10 Metric Ton or more of the Product for one (1) year), the Distributor shall comply inform the Company of the terms and conditions of such contract. 5.19 The Distributor shall maintain and coordinate, at its own cost, such technically competent sales, commercial and service staff to render satisfactory service to the Sub-Distributors and other customers of the Product and/or foods and beverages containing the product. 5.20 In order to protect the Company's rights to the Product in its original form, the Distributor shall not in any way modify, adapt or develop quality, composition and/or designs of the Products supplied by the Company to the Distributor under this Agreement, without prior written consent of the Company. If so consented, the intellectual property rights (including, but not limited to, copyrights, design rights, rights in Trade Mark, know-how and confidential information) in any suc▇ ▇▇difications, adaptations or developments shall be jointly owned by the Company and the Distributor, with each Party having full rights of exploitation thereof independently of the other Party, but the Distributor's such rights being limited to the Territory, and the Distributor shall enter into such deeds and documents and do such things as may be necessary to give full and proper effect to the Company's rights under this Clause 5.20. The intellectual property rights in any modifications, adaptations or developments of quality, composition and/or designs of the Products made by the Distributor without the company's said prior written comment shall become the exclusive property of the Company. 5.21 The Distributor shall pay to the Company all material respects with costs and/or expenses in relation to all assistance, advice and information provided by the requirements company under Clauses 6.2 and 6.3 in Japanese Yen by wire transfer to the bank account designated by the Company before the Company provides such assistance, advice and information. If the Distributor fails to pay such costs and/or expenses, the Company is not obliged to provide such assistance, advice and information. The Company has the right to decide the amount of all applicable lawscosts and/or expenses of such assistance, including securities laws relating advice and providing information. 5.22 The Distributor shall make all reasonable efforts to arrange all End-Users to enter into agreements for the payment of royalty to the ATM offerings of Sharescompany and shall further make all reasonable efforts to require the End-Users to uphold its obligations to pay royalty to the Company under such agreement. Neither the Distributor nor any subIf an End-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to User does not make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor or any sub-placement agent shall review and file with FINRA as applicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (d) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds royalty which it has agreed for the sale use of the Product to the Company under such Sharesagreement, less the Distributor shall not sell or distribute the Product to the Sub-Distributor upon the written notice by the Company. 5.23 Recognizing its obligations to protect the reputation of the Company, the Distributor undertakes that it shall not undertake any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services obligations in respect of the ATM offerings performances of Shares, including with respect to the underwriting compensation paid Product in excess of the limits specified by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. (e) The Distributor shall report to the Board at least quarterly, or more frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor Company in respect of the ATM offerings of SharesProduct concerned. (f) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations.

Duties of the Distributor. (a) 5.1 The Distributor shall use its devote reasonable best efforts time and effort to perform its duties hereundereffect sales of Shares, but shall not be obligated to sell any specific number of Shares. Sales of the Shares shall be on the terms described in the Prospectus. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering may enter into like arrangements with other investment companies so long companies. The Distributor shall compensate the Dealers as set forth in the performance of its obligations with respect to the Fund hereunder is not impaired therebyProspectus. (b) 5.2 In performing its duties hereunderselling the Shares, the Distributor shall comply use its best efforts in all material respects duly to conform with the requirements of all applicable laws, including securities federal and state laws relating to the ATM offerings sale of Sharessuch securities. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof Dealer nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its the Registration Statement, Statement or Prospectus and any sales literature specifically approved for such use by appropriate officers of the Fund. (c) 5.3 The Distributor or any sub-placement agrees it has adopted and implemented procedures for the confirmation of sales to investors and Dealers, the collection of amounts payable by investors and Dealers on such sales and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of Securities Exchange Act Rule 10b10 and the rules of the Financial Industry Regulatory Authority (“FINRA”). 5.4 The Distributor shall act as agent shall review and file with FINRA as applicable, all sales literature (advertisements, brochures and shareholder communications) prepared of the Fund in connection with the ATM offerings for the Fund. (d) The Distributor agrees to supply the following additional services, together with such other services sale of Shares. Except as set forth throughout otherwise provided in this Agreement: 1. handling inquiries from sub-placement agents regarding , the Fund; 2. assisting in Distributor shall act as principal with respect to all other matters relating to the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price promotion or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. (e) The Distributor shall report enter into agreements with Dealers to offer and sell shares to the Board at least quarterlypublic upon the terms and conditions set forth therein, which shall not be inconsistent with the terms of this Agreement. Each agreement with a Dealer shall provide that the Dealer agrees that it is acting as principal for Dealer’s own account or as agent on behalf of Dealer’s customers in all transactions in Shares (and not as agent of the Fund), except that in connection with orders for the purchase of Shares on behalf of any IRAs, 401(k) plans or other retirement plan accounts, by mail, telephone, or more frequentlywire, Dealer shall agree it acts as requested by agent for the Board, regarding: (i) the nature custodian or trustee of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Sharessuch plans. (f) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations.

Duties of the Distributor. (a) The Distributor shall use its reasonable best efforts to perform its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply in all material respects with the requirements of all applicable laws, including securities laws relating to the ATM offerings sale of Sharessecurities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund. (c) The Distributor or any sub-placement agent shall review and file with FINRA as applicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund. (d) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. For the avoidance of doubt, the Distributor shall not sell any shares of the Fund directly to any investors. (e) The Distributor shall report to the Board at least quarterly, or more frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (f) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations. (g) The Distributor will furnish to the Fund as it may reasonably require, from time to time, with certificates relating to enforceability and compliance matters substantially similar to those certificates furnished by the Distributor to any sub-placement agents. (h) The Distributor shall furnish to the Fund copies of any notices provided to the Distributor by any sub-placement agents.

Duties of the Distributor. (a) The Distributor agrees to sell, as agent, from time to time during the term of this Agreement, Shares to Eligible Investors, in each case upon the terms and at the current offering price as described in the applicable Fund’s Prospectus and Statement of Additional Information included in such Fund’s registration statement under the Securities Act and the Investment Company Act (each, a “Registration Statement”). (b) The Distributor shall use its devote reasonable best efforts time and effort to perform its duties hereundereffect sales of Shares of each Company, but shall not be obligated to sell any specific number of Shares. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like distribution arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby. (bc) In performing The Distributor shall have the right to enter into agreements with financial intermediaries of its duties hereunderchoice for the sale of Shares to Qualified Plans; provided, however, that the Distributor shall periodically inform the Directors of the nature and substance of such agreements. The Distributor will act only on its own behalf as principal in making agreements with financial intermediaries. No broker-dealer or other financial intermediary which enters into a selling or servicing agreement with the Distributor shall be authorized to act as agent for the Funds in connection with the offering and sale of Shares to Qualified Plans, except to the extent the Distributor appoints a broker-dealer or other financial intermediary as agent for the Funds or the Distributor for the limited purpose of accepting purchase, exchange and redemption orders from Qualified Plans investing through such intermediary. With respect to financial intermediaries who are subject to requirements of the Financial Industry Regulatory Authority (“FINRA”), the Distributor shall comply offer and sell Shares only through such financial intermediaries who are members in good standing of FINRA and who agree to abide by the applicable rules of FINRA, as amended from time to time. (d) In selling the Shares of a Company, the Distributor shall use its best efforts in all material respects duly to conform with the requirements of all applicable lawsfederal and state laws and regulations and the regulations of the Financial Industry Regulatory Authority (“FINRA”), including securities laws relating to the ATM offerings sale of Sharessuch securities. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof Participating Insurance Company nor any other person is authorized by the Fund a Company to give any information or to make any representations, other than those contained in its Registration Statement, the registration statement or related Prospectus and Statement of Additional Information and any sales literature specifically approved for such use by the FundCompany. (ce) The Distributor shall prepare or any sub-placement agent shall review review, provide advice with respect to, and file with FINRA the federal and state agencies or other organizations as applicablerequired by federal, state, or other applicable laws and regulations, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with for each of the ATM offerings for the Fund. (d) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date Companies and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect Funds thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. (e) The Distributor shall report to the Board at least quarterly, or more frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares. (f) In performing all of its services and duties as Distributor, the Distributor will act in conformity with the applicable Company’s charter, by-laws, Registration Statements and resolutions and other instructions of the applicable Company’s Board of Directors. (g) Each Company shall have the right to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise, and to suspend the redemption of Shares of such Company at any time permitted by the Investment Company Act or the rules and regulations of the Securities and Exchange Commission. (h) Each Company reserves the right to reject any purchase order for Shares. (i) The Distributor represents shall require each Participating Insurance Company and warrants financial intermediary referenced in (c) above which purchases, on behalf of its Separate Accounts or general account or on behalf of its Qualified Plan customers, respectively, classes of Shares with respect to which the applicable Board has adopted a distribution plan in accordance with Rule 12b-1 under the Investment Company Act (the “Distribution Plan”) to enter into a Sub-Agreement with the applicable Company substantially in the form attached to the Fund that it has all necessary licenses applicable Distribution Plan agreed to perform by the services contemplated hereunder and will perform Distributor. Such Sub-Agreement authorizes the payment of a distribution fee to such services in compliance with all applicable rules and regulationsParticipating Insurance Company or financial intermediary, as applicable.

Duties of the Distributor. (a) The Trust grants to the Distributor the right to sell the Shares as agent on behalf of each Fund, during the term of this Agreement, subject to the registration requirements of the 1933 Act and the 1940 Act and of the laws governing the sale of securities in the various states ("Blue Sky Laws"), under the terms and conditions set forth in this Agreement. The Distributor shall use its reasonable best efforts have the right to perform its duties hereunder. The services sell, as agent on behalf of each Fund, the Distributor to Shares covered by the Fund hereunder are not to be deemed exclusive registration statement, prospectus and nothing herein contained shall prevent statement of additional information for the Distributor from entering into like arrangements with other investment companies so long as Trust then in effect under the performance of its obligations with respect to 1933 Act and the Fund hereunder is not impaired thereby▇▇▇▇ ▇▇▇. (b) In performing its duties hereunder, The Distributor agrees to act as agent of the Trust with respect to the continuous distribution of Shares of each Fund as set forth in the Registration Statement and in accordance with the provisions thereof. The Distributor further agrees as follows: (a) the Distributor shall comply in all material respects with the requirements generate and transmit confirmations of all applicable laws, including securities laws relating Share purchase order acceptances to the ATM offerings of Shares. Neither purchaser; (b) the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by shall deliver copies of the Fund to give any information or to make any representationsprospectus, other than those contained included in its the Registration Statement, Prospectus to purchasers of such Shares and any sales literature specifically approved for such use by upon request the FundStatement of Additional Information; and (c) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The rights granted to the Distributor or any sub-placement agent shall review be nonexclusive in that the Trust reserves the right to sell Shares to investors on applications received and file with FINRA as applicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with accepted by the ATM offerings for the FundTrust. (d) The Distributor agrees to supply administer the following additional servicesRule 12b-1 Plan on behalf of the Trust. The Distributor shall, together with such other services as at its own expense, set forth throughout up and maintain a system of recording and payments for fees and reimbursement of expenses disseminated pursuant to this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date Agreement and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination related agreements under the Rule 12b-1 Plan of the ATM offering of Shares, together with any corresponding resumption Service Class of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such SharesJNL Money Market Fund and shall, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect pursuant to the underwriting compensation paid by 1940 Act, report such payment activity under the Fund Rule 12b-1 Plan to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the FundTrust at least quarterly. (e) The Distributor shall report to the Board at least quarterly, or more frequently, as requested by the Board, regarding: (i) the nature of the services provided All activities by the Distributor hereunder; (ii) and its agents and employees which are primarily intended to result in the amount sale of compensation sub-placement agentsShares shall comply with the Registration Statement and Prospectus, if anythe instructions of the Board of Trustees of the Trust and all applicable laws, are entitled rules and regulations including, without limitation, all rules and regulations made or adopted pursuant to retain or be paid the 1940 Act by the Distributor; and (iii) Commission or any securities association registered under the aggregate amount of underwriting compensation paid by 1934 Act, including the Fund to the Distributor in respect of the ATM offerings of SharesNASD. (f) Except as otherwise may be noted in the Registration Statement and Prospectus, the offering price for all Shares will be the aggregate net asset value of the Shares of the relevant Fund, as determined in the manner described in the Registration Statement and Prospectus. (g) If and whenever the determination of net asset value is suspended and until such suspension is terminated, no further orders for Shares will be processed by the Distributor except such unconditional orders as may have been placed with the Distributor before it had knowledge of the suspension. In addition, the Trust reserves the right to suspend sales and Distributor's authority to process orders for Shares on behalf of the Trust, upon due notice to the Distributor, if, in the judgment of the Trust, it is in the best interests of the Trust to do so. Suspension will continue for such period as may be determined by the Trust. (h) The Distributor represents is not authorized by the Trust to give any information or to make any representations other than those contained in the Registration Statement or Prospectus or contained in shareholder reports or other material that may be prepared by or on behalf of the Trust for the Distributor's use. The Distributor shall be entitled to rely on and warrants shall not be responsible in any way for information provided to it by the Trust and its respective service providers and shall not be liable or responsible for the errors and omissions of such service providers, provided that the foregoing shall not be construed to protect the Distributor against any liability to the Fund Trust or the Trust's shareholders to which the Distributor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. (i) The Board of Trustees shall approve the form of any Trust Agreement to be entered into by the Distributor. (j) The Distributor shall ensure that all direct requests for Prospectuses and Statements of Additional Information are fulfilled. The Distributor will generally make it has all necessary licenses known in the brokerage community that prospectuses and statements of additional information are available, including by (i) making such disclosure in marketing and advertising materials prepared and/or filed by the Distributor with the NASD, and (ii) as may otherwise be required by the Commission. (k) The Distributor agrees to perform make available, at the services contemplated hereunder Trust's request, one or more members of its staff to attend Board meetings of the Trust in order to provide information with regard to the ongoing distribution process and will perform for such services in compliance with all applicable rules and regulationsother purposes as may be requested by the Board of Trustees of the Trust.

Duties of the Distributor. (a) 5.1 The Distributor shall use its devote reasonable best efforts time and effort to perform its duties hereundereffect sales of Shares, but shall not be obligated to sell any specific number of Shares. Sales of the Shares shall be on the terms described in the Prospectus. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering may enter into like arrangements with other investment companies so long companies. The Distributor shall compensate the Dealers as set forth in the performance of its obligations with respect to the Fund hereunder is not impaired therebyProspectus. (b) 5.2 In performing its duties hereunderselling the Shares, the Distributor shall comply use its best efforts in all material respects duly to conform with the requirements of all applicable laws, including securities federal and state laws relating to the ATM offerings sale of Sharessuch securities. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof Dealer nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its the Registration Statement, Statement or Prospectus and any sales literature specifically approved for such use by appropriate officers of the Fund. (c) 5.3 The Distributor or any sub-placement agrees it has adopted and implemented procedures for the confirmation of sales to investors and Dealers, the collection of amounts payable by investors and Dealers on such sales and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of Securities Exchange Act Rule 10b-10 and the rules of the Financial Industry Regulatory Authority (“FINRA”). 5.4 The Distributor shall act as agent shall review and file with FINRA as applicable, all sales literature (advertisements, brochures and shareholder communications) prepared of the Fund in connection with the ATM offerings for the Fund. (d) The Distributor agrees to supply the following additional services, together with such other services sale of Shares. Except as set forth throughout otherwise provided in this Agreement: 1. handling inquiries from sub-placement agents regarding , the Fund; 2. assisting in Distributor shall act as principal with respect to all other matters relating to the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price promotion or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and 11. providing such other information, assistance and services as may be reasonably requested by the Fund. (e) The Distributor shall report enter into agreements with Dealers to offer and sell shares to the Board at least quarterlypublic upon the terms and conditions set forth therein, which shall not be inconsistent with the terms of this Agreement. Each agreement with a Dealer shall provide that the Dealer agrees that it is acting as principal for Dealer’s own account or as agent on behalf of Dealer’s customers in all transactions in Shares (and not as agent of the Fund), except that in connection with orders for the purchase of Shares on behalf of any IRAs, 401(k) plans or other retirement plan accounts, by mail, telephone, or more frequentlywire, Dealer shall agree it acts as requested by agent for the Board, regarding: (i) the nature custodian or trustee of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Sharessuch plans. (f) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations.

Duties of the Distributor. (a) The Distributor shall use its devote reasonable best efforts time and effort to perform its duties hereunder. The services of the Distributor to the Fund Trust hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund Trust hereunder is not impaired thereby. (b) In performing its duties hereunder, the Distributor shall comply use its best efforts in all material respects to duly conform with the requirements of all applicable laws, including securities laws relating to the ATM offerings sale of Sharessecurities. Neither the Distributor nor any sub-placement agent financial intermediary having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund Trust to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and Statement of Additional Information, if any, and any sales literature specifically approved for such use by the FundTrust for use with prospective investors. (c) The Distributor or any sub-placement agent shall review adopt and file with FINRA follow procedures, as applicableapproved by the officers of the Trust, all for the confirmation of sales literature to investors and selected dealers (advertisementsas defined below), brochures the collection of amounts payable by investors and shareholder communications) prepared in connection selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the ATM offerings for requirements of the FundFinancial Industry Regulatory Authority (“FINRA“) applicable to sales of Shares, as such requirements may from time to time exist. (d) The Distributor agrees to supply the following additional services, together with such other appoint financial intermediaries to provide distribution services as set forth throughout this Agreement: 1. handling inquiries from sub-placement agents regarding the Fund; 2. assisting in the enhancement of communications between sub-placement agents and the Fund; 3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price; 4. communicating the maximum amount of Shares to be sold on any Offering Date and any other Fund instructions to any sub-placement agents; 5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares; 6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission; 7. delivering the Fund’s Prospectus to any sub-placement agents; 8. identifying potential sub-placement agents; 9. monitoring the performance of sub-placement agents; 10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by Shares (“Distribution Services“) and personal investor services and account maintenance services (“Investor Services“) to shareholders of the Fund Trust that are customers of such financial intermediaries and to assist the financial intermediaries in the provision of such services and for the Distributor to provide such services to shareholders that are its customers. The Distribution Services and Investor Services shall not be inconsistent with the services stated in any 18f-3 plan or 12b-1 plan of the Trust adopted pursuant to the Distributor in respect thereof; and 11. providing such other information, assistance and services as multi-class exemptive relief on which the Trust may be reasonably requested by relying at the Fund. (e) The Distributor time. Distribution Services shall report to the Board at least quarterlyinclude, or more frequently, as requested by the Board, regardingbut not be limited to: (i) providing information about the nature of the services provided by the Distributor hereunderTrust; (ii) the amount development, formulation and implementation of compensation sub-placement agentsmarketing and promotional activities, if anyincluding direct mail promotions and television, are entitled to retain or be paid by the Distributorradio, magazine, newspaper, electronic and other mass media advertising; and (iii) the aggregate amount preparation, printing and distribution of underwriting compensation paid by prospectuses, statements of additional information, and reports (other than prospectuses, statements of additional information or reports used for regulatory purposes or for distribution to existing shareholders); (iv) the Fund preparation, printing and distribution of sales literature, including prospectuses and statements of additional information; (v) expenditures for sales or distribution support services such as for telephone facilities and in-house telemarketing in order to assist investors in subscribing for Shares and selecting dividend and other account options; (vi) preparation of information, analyses and opinions with respect to marketing and promotional activities; (vii) expenses of financial intermediaries in conducting initial and ongoing due diligence with respect to the Distributor in respect Trust; (viii) commissions, incentive compensation or other compensation to, and expenses of, account executives or other employees of the ATM offerings Distributor, BlackRock or financial intermediaries, attributable to distribution or sales support activities, as applicable, including interest expenses and other costs associated with financing of Sharessuch commissions, compensation and expenses; (ix) travel, equipment, printing, delivery and mailing costs, overhead and other office expenses of the Distributor, BlackRock or financial intermediaries, attributable to distribution or sales support activities, as applicable; (x) the costs of administering the Trust’s Distribution and Servicing Plan; (xi) expenses of organizing and conducting sales seminars; and (xii) any other costs and expenses relating to distribution or sales support activities. Investor Services shall include, but not be limited to: (i) answering shareholder inquiries regarding account status and history, the manner in which purchases, exchanges and tenders/repurchases of Shares may be effected and certain other matters pertaining to the shareholders’ investments; (ii) receiving, aggregating and processing shareholder subscriptions; (iii) furnishing shareholder sub-accounting; (iv) providing and maintaining elective shareholder services such as wire transfer services; (v) communicating periodically with shareholders; (vi) acting as the shareholder of record and nominee for shareholders; (vii) maintaining accounting records for shareholders; (viii) answering questions and handling correspondence from shareholders about their accounts; (ix) issuing confirmations for transactions by shareholders; (x) performing similar account administrative services; (xi) providing such shareholder communications and recordkeeping services as may be required for any program for which a financial intermediary is a sponsor that relies on Rule 3a-4 under the Investment Company Act (i.e., a “wrap fee” program); and (xii) providing such other similar services as may reasonably be requested to the extent a financial intermediary is permitted to do so under applicable statutes, rules, or regulations. (fe) The Distributor represents and warrants to the Fund Trust that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulationsregulations and it shall obtain adequate assurances from the financial intermediaries with respect to their licensing and performance of services contemplated by this Agreement, including without limitation applicable anti-money laundering laws and regulations of the United States and any jurisdiction in which investors are solicited. (f) For so long as this Agreement is in effect, the Distributor shall provide or cause to be provided to the Board, at least quarterly and at such other times as requested by the Board, a written report of the amounts expended pursuant to this Agreement in respect of Distribution Services and Investor Services and the purposes for which those expenditures were made, and such other information relating to this Agreement as may be requested by the Board from time to time.