Common use of Duties of the Placement Agent Clause in Contracts

Duties of the Placement Agent. (a) The Placement Agent shall devote reasonable time and effort to its duties hereunder. The services of the Placement Agent to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Placement Agent from entering into like arrangements with other investment companies so long as the performance of its obligations hereunder is not impaired thereby. (b) In performing its duties hereunder, the Placement Agent shall use its best efforts in all respects to duly conform with the requirements of all applicable laws relating to the sale of securities. Neither the Placement Agent nor any financial intermediary having an agreement to offer and sell shares pursuant to Section 5 hereof, if any, nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Offering Memorandum and any sales literature specifically approved by the Fund. (c) The Placement Agent shall adopt and follow procedures, as requested by the officers of the Fund, for the confirmation of sales to investors and selected dealers (as defined below), the collection of amounts payable by investors and selected dealers on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the Financial Industry Regulatory Authority (“FINRA”), as such requirements may from time to time exist. (d) The Placement Agent is aware of the requirements of Regulation D and Rule 144A promulgated pursuant to the Securities Act of 1933 (the “Securities Act”) and shall conduct any private placement of Securities in compliance with such requirements. (e) The Placement Agent represents and warrants to the Funds 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 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 Placement Agent. (a) The Placement Agent agrees that it will provide ongoing personal investor services and account maintenance services (“Investor Services”) to Shareholders that are Placement Agent Customers. Investor Services shall devote reasonable time include, but shall not be limited to: (i) handling inquiries from such Shareholders regarding the Trust, including but not limited to questions concerning their investments in the Trust, account balances, tender/repurchase offers and effort reports and tax information provided by the Trust; (ii) assisting in the enhancement of communications between such Shareholders and the Trust; (iii) assisting in the preparation of reports and transaction statements to its duties hereunder. The such Shareholders; (iv) providing sub-accounting services for Shares held beneficially by such Shareholders; (v) forwarding reports of the Placement Agent Trust and other information to such Shareholders, including, if necessary, tender offer documents; (vi) assisting in receiving and forwarding repurchase requests from such Shareholders during any tender offer conducted by the Fund hereunder are not to Trust; (vii) receiving and transmitting proxies; and (viii) providing such other information and Investor Services as may be deemed exclusive and nothing herein contained shall prevent reasonably requested by the Placement Agent from entering into like arrangements with other investment companies so long as Trust or the performance of its obligations hereunder is not impaired therebyDistributor. (b) In performing its duties hereunderThe Placement Agent agrees to maintain records of all purchases and sales of the Shares made through the Placement Agent required by applicable law and upon request from a regulatory authority or as required under applicable law to furnish such regulatory authority with copies of such records. (c) Upon written request by the Distributor, the Adviser or the Trust, the Placement Agent shall use its best efforts in all respects make available to duly conform with the requirements Distributor, the Adviser or the Trust copies of all such records referred to in Section 5(b) as may be reasonably requested by the Distributor, the Adviser or the Trust to ensure compliance with applicable laws relating law, regulatory request or court order. Providing recordkeeping and other administrative services to Placement Agent Customers shall be the sale responsibility of securities. Neither the Placement Agent nor any financial intermediary having an agreement to offer and sell shares pursuant to Section 5 hereofshall not be the responsibility of the Distributor, if anythe Adviser or the Trust. The Distributor, nor any other person is authorized by the Fund to give any information Adviser or to make any representations, other than those contained in its Offering Memorandum and any sales literature specifically approved by the Fund. (c) The Trust will not maintain separate accounts for Placement Agent Customers. Upon the request of one party to another, the party that is responding to the request shall adopt and follow procedures, as requested by the officers provide copies of all records that it maintains relating to accounts of the Fund, for the confirmation of sales to investors and selected dealers (as defined below), the collection of amounts payable by investors and selected dealers on such sales, and the cancellation of unsettled transactions, Trust as may reasonably be necessary requested to enable each party or their representatives to comply with the requirements any request of the Financial Industry Regulatory Authority (“FINRA”), as such requirements may from time to time exista governmental body or self-regulatory organization. (d) The Placement Agent is aware Agreement shall grant to the Distributor or the Adviser the right to audit the services of the requirements of Regulation D and Rule 144A promulgated pursuant to the Securities Act of 1933 (the “Securities Act”) and shall conduct any private placement of Securities in compliance with such requirements. (e) Placement Agent on an annual basis. The Placement Agent represents and warrants shall permit the Distributor or the Adviser to the Funds that it has all necessary licenses conduct one (1) audit per calendar year to perform the services contemplated hereunder and will perform such services in ensure compliance with the terms of this Agreement. The Distributor or the Adviser agrees to provide the Placement Agent with reasonable notice of its intention to conduct such an audit, which notice shall not be less than one month prior to such audit. The Placement Agent may, however, coordinate such audit activities through its own internal audit office(s) and is entitled to observe all applicable rules of the audit activities by the Distributor or the Adviser. The Distributor and regulations and it the Adviser will not perform any activity that materially interferes with the Placement Agent or its affiliates’ activities or systems during the audit. For purposes of these audit privileges, the Placement Agent shall obtain adequate assurances from permit the financial intermediaries with respect authorized personnel of the Distributor or the Adviser to have access to their licensing information, systems and performance of employees pertinent to their respective services contemplated by under this Agreement, including without limitation and the Placement Agent will not seek prosecution under any computer crime or other applicable anti-money laundering laws and regulations of statutes for such activity. If lawful, the United States and Distributor or the Adviser may engage an individual public accounting firm to perform any jurisdiction in which investors are solicitedsuch audit on its behalf.

Duties of the Placement Agent. (a) The Placement Agent shall devote reasonable time and effort to its duties hereunder. The services of the Placement Agent to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Placement Agent 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 Placement Agent shall use its best efforts in all respects to duly conform with the requirements of all applicable laws relating to the sale of securities. Neither the Placement Agent nor any financial intermediary Financial Intermediary having an agreement to offer and sell shares Shares pursuant to Section 5 hereof, if any, 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 Offering Registration Statement and Memorandum and any advertising materials and sales literature specifically approved by the FundFund for use with prospective investors. (c) The Placement Agent agrees to review all proposed advertising materials and sales literature of the Fund for compliance with applicable laws and regulations, and shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Placement Agent agrees to retain any comments provided by regulators with respect to such materials and further agrees to provide the Fund with any such comments that would be considered to be material to the Fund in order to comply with applicable laws and regulations. (d) The Placement Agent shall adopt and follow procedures, as requested approved by the officers of the Fund, for the confirmation of sales to investors and selected dealers (as defined below)Financial Intermediaries, the collection of amounts payable by investors and selected dealers Financial Intermediaries on such sales, and the cancellation of unsettled transactions, as may be necessary to comply with the requirements of the Financial Industry Regulatory Authority (“FINRA”)FINRA applicable to sales of Shares, as such requirements may from time to time exist. (de) The Placement Agent is aware agrees to appoint Financial Intermediaries to provide distribution services with respect to the Shares ("Distribution Services") and personal investor services and account maintenance services ("Investor Services") to shareholders of the requirements Fund that are customers of Regulation D such Financial Intermediaries and to assist the Financial Intermediaries in the provision of such services and for the Placement Agent 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 the Plan or any Rule 144A promulgated 18f-3 Plan adopted by the Fund pursuant to the Securities Act of 1933 (the “Securities Act”) and shall conduct any private placement of Securities in compliance with such requirementsOrder. (ef) The Placement Agent represents and warrants to the Funds 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 and it shall obtain adequate assurances from the financial intermediaries 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. (g) For so long as this Agreement is in effect, the Placement Agent shall provide or cause to be provided to the Board, at such times as requested by the Board, with such information relating to this Agreement as may be requested by the Board from time to time. The Placement Agent can use any of the officers and employees of the Adviser or its affiliates to provide any of the services or reports required under this Agreement.