In Pennsylvania, a Distribution Agreement is a legally binding contract that establishes the terms and conditions for the continuous offering of a Trust's transferable shares of beneficial interest. This agreement outlines the responsibilities and obligations of both the Trust and the distributor in the ongoing sale and distribution of these shares. The Pennsylvania Distribution Agreement grants the distributor the right to offer and sell the Trust's transferable shares of beneficial interest, ensuring compliance with state and federal securities laws. It provides a framework for the marketing, promotional efforts, and sales strategies to be employed by the distributor. The agreement may also include provisions related to the compensation and commission structure for the distributor. Under the Pennsylvania Distribution Agreement, the Trust typically grants the distributor an exclusive or non-exclusive right to sell its transferable shares of beneficial interest. An exclusive agreement means that the distributor is the sole entity authorized to distribute these shares within a specified area or market segment. In a non-exclusive agreement, the Trust may engage multiple distributors simultaneously. Different types of Pennsylvania Distribution Agreements regarding the continuous offering of the Trust's transferable shares of beneficial interest may include: 1. General Distribution Agreement: This is a comprehensive agreement that covers all aspects of the distribution process, including marketing, sales, and compliance with applicable laws and regulations. 2. Limited Distribution Agreement: This agreement may limit the scope of the distributor's activities to a particular geographic area, specific investor group, or a defined time period. It may also exclude certain types of investors or limit the distribution to institutional clients only. 3. Revenue Sharing Distribution Agreement: In this type of agreement, the distributor receives compensation based on a percentage of the revenue generated from the sale of the Trust's transferable shares of beneficial interest. This could include a flat fee or a tiered commission structure. 4. Performance-based Distribution Agreement: This agreement may include performance metrics that the distributor must meet to continue selling the Trust's transferable shares of beneficial interest. Examples of performance metrics could be achieving a certain level of sales, maintaining a specific customer satisfaction rating, or meeting predefined targets. It is important for both the Trust and the distributor to draft and review the Pennsylvania Distribution Agreement carefully, ensuring that it addresses all relevant aspects and avoids any conflict of interest or legal repercussions. Consulting with legal professionals experienced in securities laws and distribution agreements is highly recommended ensuring compliance and protect the interests of all parties involved.