Intermediary Manager Agreement. The Intermediary Manager has entered into an Amended and Restated Intermediary Manager Agreement (the “Intermediary Manager Agreement”) with the Company dated [ ], 2021, attached hereto as Exhibit “A.” Except as otherwise specifically stated herein, all terms used in this Agreement have the meanings provided in the Intermediary Manager Agreement. As described in the Intermediary Manager Agreement, the Company has filed one or more registration statements with the SEC that are listed on Schedule 1 to the Intermediary Manager Agreement (each, a “Registration Statement”), which Schedule 1 shall be amended from time to time by the Company to reflect any additional Registration Statements. Any new Registration Statement will be added to Schedule 1 upon its initial effectiveness with the SEC. Each Registration Statement shall register an ongoing offering (each, an “Offering”) of Common Shares, which may consist of Class S, Class D and/or Class I shares of beneficial interest (the “Shares”) or additional share classes. Notwithstanding the foregoing, if any new Registration Statement is added to Schedule 1 to the Intermediary Manager Agreement, the Intermediary Manager will give the Broker written notice of such addition. Schedule 1 to the Intermediary Manager Agreement may be amended from time to time by the Company. However, the addition or removal of Registration Statements from Schedule 1 to the Intermediary Manager Agreement shall only apply prospectively and shall not affect the respective agreements, representations and warranties of the Company, the Intermediary Manager and the Broker prior to such amendments to Schedule 1 to the Intermediary Manager Agreement. It is possible that more than one Registration Statement may be listed on Schedule 1 during times of transition from one Registration Statement to another, during which time offers or sales may be made pursuant to either Registration Statement. In such event, the Intermediary Manager shall (a) communicate to the Broker details about the transition from one Registration Statement to the next, including when sales may be made pursuant to the most recent Registration Statement and when sales will cease pursuant to the older Registration Statement and (b) provide the Broker with sufficient copies of the appropriate Prospectus and other offering materials in order to continue to make offers and sales throughout such transition period.
Intermediary Manager Agreement. The Intermediary Manager has entered into an Intermediary Manager Agreement (the “Intermediary Manager Agreement”) with the Fund dated July 17, 2023, attached hereto as Exhibit A. Except as otherwise specifically stated herein, all terms used in this Agreement have the meanings provided in the Intermediary Manager Agreement. As described in the Intermediary Manager Agreement, the Fund has filed one or more registration statements with the SEC (each, a “Registration Statement”) to register an ongoing offering (each, an “Offering”) of Common Shares, which may consist of various classes of shares of common stock (the “Shares”).
