Common use of Transactions in Shares Clause in Contracts

Transactions in Shares. (a) With respect to all orders Dealer places for the purchase of Shares, unless otherwise agreed, settlement shall be made with the Fund within three (3) business days after acceptance of the order. If payment is not so received or made, the transaction may be cancelled. In this event or in the event that Dealer cancels the trade for any reason, Dealer shall be responsible for any loss resulting to the Fund or to Distributor from Dealer’s failure to make payments as aforesaid. Dealer shall not be entitled to any gains generated thereby. Dealer also assumes responsibility for any loss to the Fund caused by any order placed by Dealer on an “as-of” basis subsequent to the trade date for the order and will immediately pay such loss to the Fund upon notification or demand. Such orders shall be acceptable only as permitted by the Fund and shall be subject to the Fund’s policies pertaining thereto, which may include receipt of an executed Letter of Indemnity in a form acceptable to the Fund and/or to Distributor prior to the Fund’s acceptance of any such order. (b) Dealer acknowledges that the Fund intends, but is not obligated, to conduct periodic tender offers to repurchase Shares (each, a “Repurchase Offer”) as described in the Fund’s then current Prospectus. Repurchases of Shares will be made at the then-current NAV of such Shares in accordance with the applicable Repurchase Offer and then-current Prospectus, less any applicable charges and expenses for which the Fund has determined to charge shareholders as permitted by applicable law. Dealer agrees to transmit to its customers any Repurchase Offer notification received from Distributor within the time period specified in the applicable Prospectus and in such notification, and to transmit repurchase requests from its customers to the Fund or the Fund’s transfer agent or other designee, as determined by the Fund in its sole discretion, by the applicable repurchase request deadline as specified in the Repurchase Offer and applicable Prospectus. Dealer acknowledges and agrees that Shares will not be repurchased by either the Fund (other than through Repurchase Offers, or other tender offers from time to time, if any) or Distributor, and that no secondary market for the Shares exists currently or is expected to develop, and therefore that the Shares have very limited liquidity. Dealer also acknowledges and agrees that, in the event one or more of its customers cancels their order for Shares after confirmation, such Shares may not be repurchased, remarketed or otherwise disposed of by or through Distributor. Any representation as to a Repurchase Offer or other tender offer by the Fund, other than that which is set forth in the Fund’s then current Prospectus or a Repurchase Offer notice issued by the Fund, is expressly prohibited.

Transactions in Shares. (a) With If payment is not received or made with respect to all orders Dealer Intermediary places for the purchase of Shares, unless otherwise agreed, settlement shall be made with the Fund within three (3) business days after acceptance of the order. If payment is not so received or made, the transaction may be cancelled. In this event or in the event that Dealer Intermediary cancels the trade for any reason, Dealer Intermediary shall be responsible for any loss resulting to the Fund or to Distributor from DealerIntermediary’s failure to make payments as aforesaid. Dealer Intermediary shall not be entitled to any gains generated thereby. Dealer Intermediary also assumes responsibility for any loss to the Fund caused by any order placed by Dealer Intermediary on an “as-of” basis subsequent to the trade date for the order and will immediately pay such loss to the Fund upon notification or demand. Such orders shall be acceptable only as permitted by the Fund Company and shall be subject to the FundCompany’s policies pertaining thereto, which may include receipt of an executed Letter of Indemnity in a form acceptable to the Fund and/or to Distributor prior to the FundCompany’s acceptance of any such order. (b) Dealer Intermediary acknowledges that the Fund intends, but is not obligated, to conduct will make periodic tender offers to repurchase Shares (each, a “Repurchase Offer”) as described in the Fund’s then current Prospectus. Repurchases of Shares will be made at the then-current NAV of such Shares in accordance with the applicable Repurchase Offer and then-then current Prospectus, less any applicable charges and expenses for which the Fund has determined to charge shareholders as permitted by applicable law. Dealer No “as of” trades will be accepted for repurchases. Intermediary agrees to transmit to its customers any Repurchase Offer notification received from Distributor within the time period specified in the applicable Prospectus and in such notification, and to use its reasonable best efforts to transmit repurchase requests from its customers to the Fund or the Fund’s transfer agent or other designee, as determined by the Fund in its sole discretion, designee by the applicable repurchase request deadline as specified in the Repurchase Offer applicable Prospectus and applicable Prospectussuch notification. Dealer Intermediary acknowledges and agrees that Shares will not be repurchased by either the Fund (other than through Repurchase Offers, or other tender offers from time to time, if any) or Distributor, and that no secondary market for the Shares exists currently or is expected to develop, and therefore that the Shares have very limited liquidity. Dealer Intermediary also acknowledges and agrees that, in the event one or more of its Intermediary’s customers cancels their order for Shares after confirmation, such Shares may not be repurchased, remarketed or otherwise disposed of by or through Distributor. Any representation as to a Repurchase Offer or other tender offer by the Fund, other than that which is set forth in the Fund’s then current Prospectus or a Repurchase Offer notice issued by the Fund, is expressly prohibited.

Transactions in Shares. (a) With respect to all Dealer agrees that payment for orders Dealer places it submit for the purchase of Shares, unless otherwise agreed, settlement shall Shares will be made in accordance with the Fund within three (3) business days terms of the Prospectus. Dealer acknowledges and agree that the then-current public offering price per Share will generally not be known until after the acceptance of subscriptions by the orderFund in accordance with the terms of the Prospectus. The Parties thus each acknowledge and agree that purchase orders for Shares will be made and accepted for an amount based on a fixed dollar amount, with the number of Shares to be credited to an investor’s account determined upon finalization of the then-current public offering price. If payment for any purchase order is not so received or madein accordance with the terms of the Prospectus, the transaction may be cancelledFund reserves the right, without notice, to cancel the sale. In this event or in the event that Dealer cancels the trade for any reason, Dealer shall agrees to be responsible for any loss resulting to the Fund or to Distributor from Dealer’s its failure to make payments as aforesaid. Dealer shall not be entitled to any gains generated thereby. Dealer also assumes responsibility acknowledges that tender offers for the repurchase of Shares are (i) currently the only method by which Shares may be repurchased or redeemed by the Fund, (ii) there is no guarantee that any loss tender offer will be made nor the amount or terms of such possible tender offers, and (iii) any tender offers, if made, will be made subject to the Fund caused by any order placed by Dealer on an “as-of” basis subsequent to terms summarized in the trade date for the order Prospectus and will immediately pay such loss to the Fund upon notification or demand. Such orders shall be acceptable only as permitted tender offer documents provided by the Fund and shall be subject to approved by the Fund’s policies pertaining thereto, which may include receipt of an executed Letter of Indemnity in a form acceptable to the Fund and/or to Distributor prior to the Fund’s acceptance of any such order. (b) Dealer acknowledges that the Fund intends, but is not obligated, to conduct periodic tender offers to repurchase Shares (each, a “Repurchase Offer”) as described in the Fund’s then current Prospectus. Repurchases of Shares will be made at the then-current NAV of such Shares in accordance with the applicable Repurchase Offer and then-current Prospectus, less any applicable charges and expenses for which the Fund has determined to charge shareholders as permitted by applicable lawBoard. Dealer agrees to transmit to its customers any Repurchase Offer notification received from Distributor within the time period specified in the applicable Prospectus and in such notification, and to transmit repurchase requests from its customers to the Fund or the Fund’s transfer agent or other designee, as determined by the Fund in its sole discretion, by the applicable repurchase request deadline as specified in the Repurchase Offer and applicable Prospectus. Dealer expressly acknowledges and agrees that Shares will not be repurchased by either Distributor or the Fund (other than through Repurchase Offers, or other tender offers from time to time, if any) or Distributor), that there is no guarantee that any Shares tendered will be repurchased by the Fund, and that no secondary market for the Shares exists currently or is expected to develop, and therefore that the Shares have very limited liquidity. Dealer also acknowledges and agrees that, in the event one or more of its customers cancels their order for Shares after confirmation, such Shares may not be repurchased, remarketed or otherwise disposed of by or through Distributor. Any representation as to If a Repurchase Offer or other tender offer is made by the Fund, other than that which is set forth Dealer agrees to transmit to its customers the appropriate documentation for such offers to its customers and participate in the Fund’s then current tender offer process in accordance with the terms of the Prospectus or a Repurchase Offer notice issued by the Fund, is expressly prohibitedand any tender offer documents applicable to such offer.

Transactions in Shares. (a) With respect to all orders Dealer Intermediary places for the purchase of Shares, unless otherwise agreed, settlement shall be made with the Fund within three (3) business days after acceptance of the order. If payment is not so received or made, the transaction may be cancelled. In this event or in the event that Dealer Intermediary cancels the trade for any reason, Dealer Intermediary shall be responsible for any loss resulting to the Fund or to Distributor from DealerIntermediary’s failure to make payments as aforesaid. Dealer Intermediary shall not be entitled to any gains generated thereby. Dealer Intermediary also assumes responsibility for any loss to the Fund caused by any order placed by Dealer Intermediary on an “as-of” basis subsequent to the trade date for the order and will immediately pay such loss to the Fund upon notification or demand. Such orders shall be acceptable only as permitted by the Fund and shall be subject to the Fund’s policies pertaining thereto, which may include receipt of an executed Letter of Indemnity in a form acceptable to the Fund and/or to Distributor prior to the Fund’s acceptance of any such order. (b) Dealer Intermediary acknowledges that the Fund intends, but is not obligated, to conduct periodic tender offers to repurchase Shares (each, a “Repurchase Offer”) as described in the Fund’s then current Prospectus. Repurchases of Shares will be made at the then-current NAV of such Shares in accordance with the applicable Repurchase Offer and then-then current Prospectus, less any applicable charges and expenses for which the Fund has determined to charge shareholders as permitted by applicable law. Dealer No “as of” trades will be accepted for repurchases. Intermediary agrees to transmit to its customers any Repurchase Offer notification received from Distributor within the time period specified in the applicable Prospectus and in such notification, and to transmit repurchase requests from its customers to the Fund or the Fund’s transfer agent or other designee, as determined by the Fund in its sole discretion, by the applicable repurchase request deadline as specified in the Repurchase Offer and applicable Prospectus. Dealer Intermediary acknowledges and agrees that Shares will not be repurchased by either the Fund (other than through Repurchase Offers, or other tender offers from time to time, if any) or Distributor, and that no secondary market for the Shares exists currently or is expected to develop, and therefore that the Shares have very limited liquidity. Dealer Intermediary also acknowledges and agrees that, in the event one or more of its Intermediary’s customers cancels their order for Shares after confirmation, such Shares may not be repurchased, remarketed or otherwise disposed of by or through Distributor. Any representation as to a Repurchase Offer or other tender offer by the Fund, other than that which is set forth in the Fund’s then current Prospectus or a Repurchase Offer notice issued by the Fund, is expressly prohibited.

Transactions in Shares. (a) With If payment is not so received or made with respect to all orders Dealer places for the purchase of Shares, unless otherwise agreed, settlement shall be made with the Fund within three (3) business days after acceptance of the order. If payment is not so received or made, the transaction may be cancelled. In this event or in the event that Dealer cancels the trade for any reason, Dealer shall be responsible for any loss resulting to the Fund or to Distributor from Dealer’s failure to make payments as aforesaid. Dealer shall not be entitled to any gains generated thereby. Dealer also assumes responsibility for any loss to the Fund caused by any order placed by Dealer on an “as-of” basis subsequent to the trade date for the order and will immediately pay such loss to the Fund upon notification or demand. Such orders shall be acceptable only as permitted by the Fund Company and shall be subject to the FundCompany’s policies pertaining thereto, which may include receipt of an executed Letter of Indemnity in a form acceptable to the Fund and/or to Distributor prior to the FundCompany’s acceptance of any such order. (b) Dealer acknowledges that the Fund intends, but is not obligated, to conduct will make periodic tender offers to repurchase Shares (each, a “Repurchase Offer”) as described in the Fund’s then current Prospectus. Repurchases of Shares will be made at the then-current NAV of such Shares in accordance with the applicable Repurchase Offer and then-then current Prospectus, less any applicable charges and expenses for which the Fund has determined to charge shareholders as permitted by applicable law. Dealer agrees to transmit to its customers any Repurchase Offer notification received from Distributor within the time period specified in the applicable Prospectus and in such notification, and to use its reasonable best efforts to transmit repurchase requests from its customers to the Fund or the Fund’s transfer agent or other designee, as determined by the Fund in its sole discretion, designee by the applicable repurchase request deadline as specified in the Repurchase Offer applicable Prospectus and applicable Prospectussuch notification. Dealer acknowledges and agrees that Shares will not be repurchased by either the Fund (other than through Repurchase Offers, or other tender offers from time to time, if any) or Distributor, and that no secondary market for the Shares exists currently or is expected to develop, and therefore that the Shares have very limited liquidity. Dealer also acknowledges and agrees that, in the event one or more of its customers cancels their order for Shares after confirmation, such Shares may not be repurchased, remarketed or otherwise disposed of by or through Distributor. Any representation as to a Repurchase Offer or other tender offer by the Fund, other than that which is set forth in the Fund’s then current Prospectus or a Repurchase Offer notice issued by the Fund, is expressly prohibited.

Transactions in Shares. (a) With respect to all Dealer agrees that payment for orders Dealer places it submit for the purchase of Shares will be made in accordance with the terms of the Prospectus. Dealer acknowledges and agree that the then current price per Share will generally not be known until after the acceptance of subscriptions by the Fund in accordance with the terms of the Prospectus. The Parties thus each acknowledge and agree that purchase orders for Shares will be made for an amount based on the then-current NAV per Share for the applicable class of Shares, unless otherwise agreed, settlement shall be made with the Fund within three (3) business days after acceptance number of Shares to be credited to an investor’s account determined upon finalization of the orderthen current NAV. If payment for any purchase order is not so received or madein accordance with the terms of the Prospectus, the transaction may be cancelledFund reserves the right, without notice, to cancel the sale. In this event or in the event that Dealer cancels the trade for any reason, Dealer shall agrees to be responsible for any loss resulting to the Fund or to Distributor from Dealer’s its failure to make payments as aforesaid. Dealer shall not be entitled to any gains generated thereby. Dealer also assumes responsibility acknowledges that tender offers for the repurchase of Shares are (i) currently the only method by which Shares may be repurchased or redeemed by the Fund, (ii) there is no guarantee that any loss tender offer will be made nor the amount or terms of such possible tender offers, and (iii) any tender offers, if made, will be made subject to the Fund caused by any order placed by Dealer on an “as-of” basis subsequent to terms summarized in the trade date for the order Prospectus and will immediately pay such loss to the Fund upon notification or demand. Such orders shall be acceptable only as permitted tender offer documents provided by the Fund and shall be subject to approved by the Fund’s policies pertaining thereto, which may include receipt of an executed Letter of Indemnity in a form acceptable to the Fund and/or to Distributor prior to the Fund’s acceptance of any such order. (b) Dealer acknowledges that the Fund intends, but is not obligated, to conduct periodic tender offers to repurchase Shares (each, a “Repurchase Offer”) as described in the Fund’s then current Prospectus. Repurchases of Shares will be made at the then-current NAV of such Shares in accordance with the applicable Repurchase Offer and then-current Prospectus, less any applicable charges and expenses for which the Fund has determined to charge shareholders as permitted by applicable lawBoard. Dealer agrees to transmit to its customers any Repurchase Offer notification received from Distributor within the time period specified in the applicable Prospectus and in such notification, and to transmit repurchase requests from its customers to the Fund or the Fund’s transfer agent or other designee, as determined by the Fund in its sole discretion, by the applicable repurchase request deadline as specified in the Repurchase Offer and applicable Prospectus. Dealer expressly acknowledges and agrees that Shares will not be repurchased by either Distributor or the Fund (other than through Repurchase Offers, or other tender offers from time to time, if any) or Distributor), that there is no guarantee that any Shares tendered will be repurchased by the Fund, and that no secondary market for the Shares exists currently or is expected to develop, and therefore that the Shares have very limited liquidity. Dealer also acknowledges and agrees that, in the event one or more of its customers cancels their order for Shares after confirmation, such Shares may not be repurchased, remarketed or otherwise disposed of by or through Distributor. Any representation as to If a Repurchase Offer or other tender offer is made by the Fund, other than that which is set forth Dealer agrees to transmit to its customers the appropriate documentation for such offers to its customers and participate in the Fund’s then current tender offer process in accordance with the terms of the Prospectus or a Repurchase Offer notice issued by the Fund, is expressly prohibitedand any tender offer documents applicable to such offer.