Common use of COMPENSATION OF SOLICITING DEALERS Clause in Contracts

COMPENSATION OF SOLICITING DEALERS. Except as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer-Manager will re-allow to Soliciting Dealers as compensation for their services hereunder, a portion of the selling commission that Dealer-Manager receives from the Company in an amount up to seven per cent (7%) of the purchase price for each Class A Share and three per cent (3%) of the purchase price for each Class T Share sold to a subscriber through such Soliciting Dealer’s efforts with respect to the Offering. A Soliciting Dealer shall be entitled to the foregoing compensation only if (i) the insertion of such Soliciting Dealer’s name has been made in the Subscription Agreement relating to the subscriber’s Shares, (ii) an account executive from such Soliciting Dealer has executed the certification contained in Part 8 of the subscriber’s Subscription Agreement, (iii) such Soliciting Dealer has executed this Agreement in the form hereof and delivered it to the Dealer-Manager, and (iv) the subscriber is admitted as a stockholder for the number of Shares indicated in his Subscription Agreement. In addition, with respect to any T shares sold, the Dealer-Manager will reallow to Soliciting Dealers as compensation for ongoing services and expenses related to the marketing and shareholder support of the T shares, including, but not limited to, regular communication with stockholders, responding to questions about the investment and general advice concerning the investment and asset allocation, an annual distribution and shareholder servicing fee of 1% of the purchase price per Class T share. You are required to provide these services with respect to the T Shares until such time as the T shares convert to A shares as set out in the Prospectus. Notwithstanding the foregoing, if the Dealer Manager is notified that the Soliciting Dealer is no longer the broker-dealer of record with respect to Class T Shares sold by the Soliciting Dealer, then the Soliciting Dealer’s entitlement to a reallowance of the Distribution and Shareholder Servicing Fees related to such Class T Shares shall cease, and if the change in the broker dealer of record with respect to such Class T Shares is made in connection with a change in the registration of record for such Class T Shares on the Company’s books and records (including, but not limited to, a re-registration due to a sale or a transfer or a change in the form of ownership of the account), then the Soliciting Dealer shall be entitled to a pro rata portion of the Distribution and Shareholder Servicing fee related to such Class T Shares for the portion of the month for which the Soliciting Dealer was the broker-dealer of record. Thereafter, such Distribution and Shareholder Servicing Fee may be reallowed by the Dealer Manager to the then-current broker-dealer of record of the Class T Shares if any such broker-dealer of record has been designated (the “Servicing Broker Dealer”); provided, that, such reallowance shall only be paid to the extent such Servicing Broker Dealer has entered into a Soliciting Dealer Agreement or similar agreement with the Dealer Manager (the “Servicing Agreement”) and such Soliciting Dealer Agreement or Servicing Agreement with the Servicing Broker Dealer provides for such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. The Soliciting Dealer agrees to promptly notify the Dealer Manager upon becoming aware that it should no longer be the broker-dealer of record with respect to any or all of the Class T Shares sold by the Soliciting Dealer.

COMPENSATION OF SOLICITING DEALERS. Except as otherwise provided in As compensation for the “Plan of Distribution” section services of the ProspectusSoliciting Dealers hereunder, the Dealer-Manager Dealer Managers will re-allow reallow to each Soliciting Dealers as compensation for their services hereunder, Dealer a portion concession of 2.25% of the selling commission that Dealer-Manager receives from subscription price per Share purchased pursuant to the Company in an amount up to seven per cent (7%) of the purchase price for each Class A Share and three per cent (3%) of the purchase price for each Class T Share sold to a subscriber Offer through such Soliciting Dealer’s efforts with respect 's efforts, (excluding the exercise of Rights by a Soliciting Dealer for its own account or for the account of any affiliate, other than a natural person, pursuant to the OfferingOffer) (a "Reallowance"). A Soliciting Dealer Dealer, other than Prudential Securities Incorporated acting in such capacity, shall be entitled to the foregoing compensation a Reallowance only if (i) where the insertion of such Soliciting Dealer’s 's name has been made on the Exercise Form in the Subscription Agreement relating to place so provided and where the subscriber’s Shares, (ii) an account executive Dealer Managers shall have received from such Soliciting Dealer has an executed the certification contained in Part 8 copy of the subscriber’s Subscription Agreement, (iii) such Soliciting Dealer has executed this Agreement in the form hereof and delivered it to the Dealer-Manager, and (iv) the subscriber is admitted as a stockholder for the number hereof. Payment of Shares indicated in his Subscription Agreement. In addition, with respect to any T shares sold, the Dealer-Manager will reallow to Soliciting Dealers as compensation for ongoing services and expenses related to the marketing and shareholder support of the T shares, including, but not limited to, regular communication with stockholders, responding to questions about the investment and general advice concerning the investment and asset allocation, an annual distribution and shareholder servicing fee of 1% of the purchase price per Class T share. You are required to provide these services with respect to the T Shares until such time as the T shares convert to A shares as set out in the Prospectus. Notwithstanding the foregoing, if the Dealer Manager is notified that the Soliciting Dealer is no longer the broker-dealer of record with respect to Class T Shares sold by the Soliciting Dealer, then the Soliciting Dealer’s entitlement to a reallowance of the Distribution and Shareholder Servicing Fees related to such Class T Shares shall cease, and if the change in the broker dealer of record with respect to such Class T Shares is made in connection with a change in the registration of record for such Class T Shares on the Company’s books and records (including, but not limited to, a re-registration due to a sale or a transfer or a change in the form of ownership of the account), then the Soliciting Dealer shall be entitled to a pro rata portion of the Distribution and Shareholder Servicing fee related to such Class T Shares for the portion of the month for which the Soliciting Dealer was the broker-dealer of record. Thereafter, such Distribution and Shareholder Servicing Fee may be reallowed by the Dealer Manager to the then-current broker-dealer of record of the Class T Shares if any such broker-dealer of record has been designated (the “Servicing Broker Dealer”); provided, that, such reallowance shall only be paid to the extent such Servicing Broker Dealer has entered into a Soliciting Dealer Agreement or similar agreement with the Dealer Manager (the “Servicing Agreement”) and such Soliciting Dealer Agreement or Servicing Agreement with the Servicing Broker Dealer provides for such reallowance. In this regard, all determinations Reallowance will be made by the Dealer Manager Managers or their agent No Reallowance shall be payable in good faith respect of any particular exercise of Rights if, in its sole discretionthe opinion of counsel for the Dealer Managers, such Reallowance cannot legally be paid in respect of such exercise of Rights because of the provisions of applicable state law or for any other reason. In case of any dispute or disagreement as to the amount of Reallowance payable to any Soliciting Dealer hereunder or as to the proper recipient of any such Reallowance, the decision of the Dealer Managers shall be conclusive. The payment of any Reallowance to Soliciting Dealers shall be solely the responsibility of the Dealer Managers, but the Dealer Managers shall have no obligation or liability to any Soliciting Dealer agrees for any obligation of the Trust hereunder. For the purpose of this Section 2, the Offer will expire on the expiration date set forth in the Prospectus. No Reallowance will be payable to promptly notify the Dealer Manager upon becoming aware that it should no longer be the broker-dealer of record Soliciting Dealers with respect to any or all Rights exercised after expiration of the Class T Shares sold by the Soliciting DealerOffer.

COMPENSATION OF SOLICITING DEALERS. Except as otherwise provided in In full payment for the “Plan soliciting efforts to be rendered (excluding the exercise of Distribution” section Rights by a Soliciting Dealer for its own account or for the account of any affiliate, other than a natural person, pursuant to the ProspectusOffer), the Dealer-Manager will re-allow Fund agrees to Soliciting Dealers as compensation for their services hereunder, a portion of pay fees (the selling commission that Dealer-Manager receives from "Solicitation Fees") to either the Company in an amount up to seven per cent (7%) of the purchase price for each Class A Share and three per cent (3%) of the purchase price for each Class T Share sold to a subscriber through such Soliciting Dealer’s efforts with respect to the Offering. A Soliciting Dealer shall be entitled or the Dealer Manager equal to the foregoing compensation only if (i) the insertion of such Soliciting Dealer’s name has been made in the Subscription Agreement relating to the subscriber’s Shares, (ii) an account executive from such Soliciting Dealer has executed the certification contained in Part 8 of the subscriber’s Subscription Agreement, (iii) such Soliciting Dealer has executed this Agreement in the form hereof and delivered it to the Dealer-Manager, and (iv) the subscriber is admitted as a stockholder for the number of Shares indicated in his Subscription Agreement. In addition, with respect to any T shares sold, the Dealer-Manager will reallow to Soliciting Dealers as compensation for ongoing services and expenses related to the marketing and shareholder support of the T shares, including, but not limited to, regular communication with stockholders, responding to questions about the investment and general advice concerning the investment and asset allocation, an annual distribution and shareholder servicing fee of 12.50% of the purchase price Subscription Price per Class T share. You are required to provide these services with respect Share for each Share issued pursuant to the T Shares until Offer (such time as the T shares convert Solicitation Fees paid to A shares as set out in the Prospectus. Notwithstanding the foregoing, if the Dealer Manager is notified that are in addition to the Soliciting Dealer is no longer Manager Fee). The Fund agrees to pay the Solicitation Fees to the broker-dealer designated on the applicable portion of record with respect to Class T Shares sold by the related Subscription Certificate provided that such broker dealer has executed a confirmation accepting the terms of the Soliciting Dealer, then the Soliciting Dealer’s entitlement to a reallowance of the Distribution and Shareholder Servicing Fees related to such Class T Shares shall ceaseDealer Agreement, and if the change in the broker no broker-dealer of record with respect to such Class T Shares is made in connection with a change in the registration of record for such Class T Shares on the Company’s books and records (including, but not limited to, a re-registration due to a sale so designated or a transfer or a change broker-dealer is otherwise not entitled to receive compensation pursuant to the terms of the Soliciting Dealer Agreement, then to pay the Dealer Manager the Solicitation Fee for Shares issued pursuant to the Offer. Payment to the Dealer Manager by the Fund will be in the form of ownership a wire transfer of same day funds to an account or accounts identified by the account)Dealer Manager. Such payments will be made on the day after the final payment for Shares is due as set forth in the Prospectus, then or when such payments are actually received and the Soliciting Dealer shall corresponding funds are available. Zweix Xxxurities Corp. will be entitled to a pro rata portion of the Distribution and Shareholder Servicing fee related to such Class T Shares for the portion of the month for which the Soliciting Dealer was the designated broker-dealer of recordwith respect to Shares issued to participants in the Fund's Distribution Reinvestment and Cash Purchase Plan, unless the participant designates otherwise on the related Subscription Certificate. Thereafter, such Distribution and Shareholder Servicing Fee may be reallowed by the Dealer Manager to the then-current broker-dealer of record Payment of the Class T Shares if any such broker-dealer of record has been designated (the “Servicing Broker Dealer”); provided, that, such reallowance shall only be paid Solicitation Fees to the extent such Servicing Broker Dealer has entered into a Soliciting Dealer Agreement or similar agreement with the Dealer Manager (the “Servicing Agreement”) and such Soliciting Dealer Agreement or Servicing Agreement with the Servicing Broker Dealer provides for such reallowance. In this regard, all determinations that executed a confirmation will be made by the Dealer Manager in good faith in its sole discretion. The Fund directly to such Soliciting Dealer agrees by U.S. dollar checks drawn upon an account at a bank in New York City. Such payments to promptly notify such Soliciting Dealers shall be made as soon as practicable after payment of the Dealer Manager upon becoming aware that it should Fee is made to the Dealer Manager. No Solicitation Fees shall be payable to a Soliciting Dealer in respect of any particular exercise of Rights if no longer Soliciting Dealer is so designated on the Subscription Certificate in the place so provided, and if in the opinion of counsel for the Dealer Manager, such Solicitation Fees cannot legally be paid in respect of such exercise of Rights because of the broker-dealer provisions of record applicable state law or for any other reason. In case of any dispute or disagreement as to the amount of Solicitation Fees payable to any Soliciting Dealer hereunder or as to the proper recipient of any such Solicitation Fees, the decision of the Dealer Manager shall be conclusive. The payment of any The Offer will expire on the Expiration Date as set forth in the Prospectus. In order for a Soliciting Dealer to receive the Solicitation Fees, the Subscription Agent must have received from such Soliciting Dealer no later than 5:00 P.M., New York City time, on the Expiration Date, either (i) a properly completed and duly executed Subscription Certificate with respect to any Shares purchased pursuant to the exercise of Rights and the Over-Subscription Privilege and full payment for such Shares; or all (ii) a Notice of Guaranteed Delivery guaranteeing delivery to the Class T Subscription Agent by close of business on the third business day after the Expiration Date, of (a) full payment for such Shares sold and (b) a properly completed and duly executed Subscription Certificate with respect to Shares purchased pursuant to the exercise of Rights. The Solicitation Fees will only be paid after receipt by the Subscription Agent of a properly completed and duly executed Soliciting DealerDealer Agreement and Subscription Certificate designating the Soliciting Dealer in the applicable portion hereof. In the case of a Notice of Guaranteed Delivery, the Solicitation Fees will only be paid after delivery in accordance with such Notice of Guaranteed Delivery has been effected.

COMPENSATION OF SOLICITING DEALERS. Except as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer-Manager will re-allow to Soliciting Dealers as compensation for their services hereunder, a portion of the selling commission that Dealer-Manager receives from the Company in an amount up to seven per cent (7%) of the purchase price for each Class A Share and three per cent (3%) of the purchase price for each Class T or Class S Share sold to a subscriber through such Soliciting Dealer’s efforts with respect to the Offering. No selling commissions will be paid on Class I shares. A Soliciting Dealer shall be entitled to the foregoing compensation only if (i) the insertion of such Soliciting Dealer’s name has been made in the Subscription Agreement relating to the subscriber’s Shares, (ii) an account executive from such Soliciting Dealer has executed the certification contained in Part 8 of the subscriber’s Subscription Agreement, (iii) such Soliciting Dealer has executed this Agreement in the form hereof and delivered it to the Dealer-Manager, and (iv) the subscriber is admitted as a stockholder for the number of Shares indicated in his Subscription Agreement. In addition, with respect to any Class T shares share sold, the Dealer-Manager will reallow to Soliciting Dealers as compensation for ongoing services and expenses related to the marketing and shareholder support of the Class T shares, including, but not limited to, regular communication with stockholders, responding to questions about the investment and general advice concerning the investment and asset allocation, an annual distribution and shareholder servicing fee of 1% of the purchase price per Class T share. You are required to provide these services with respect to the T Shares until such time as the T shares convert to A shares as set out in the Prospectus. In addition, with respect to any Class S share sold, the Dealer-Manager will reallow to Soliciting Dealers as compensation for ongoing services and expenses related to the marketing and shareholder support of the Class S shares, including, but not limited to, regular communication with stockholders, responding to questions about the investment and general advice concerning the investment and asset allocation, an annual distribution and shareholder servicing fee of up to 1% of the purchase price per Class S share to be distributed up to .20% to the Soliciting Dealer, up to .65% to the participating selling representative and up to .15% to the Advisor. You are required to provide these services with respect to the T Shares until such time as the S shares convert to A shares as set out in the Prospectus. Notwithstanding the foregoing, if the Dealer Manager is notified that the Soliciting Dealer is no longer the broker-dealer of record with respect to Class T Shares or Class S shares sold by the Soliciting Dealer, then the Soliciting Dealer’s entitlement to a reallowance of the Distribution and Shareholder Servicing Fees related to such Class T or Class S Shares shall cease, and if the change in the broker dealer of record with respect to such Class T or Class Shares is made in connection with a change in the registration of record for such Class T or Class S Shares on the Company’s books and records (including, but not limited to, a re-registration due to a sale or a transfer or a change in the form of ownership of the account), then the Soliciting Dealer shall be entitled to a pro rata portion of the Distribution and Shareholder Servicing fee related to such Class T or Class S Shares for the portion of the month for which the Soliciting Dealer was the broker-dealer of record. Thereafter, such Distribution and Shareholder Servicing Fee may be reallowed by the Dealer Manager to the then-current broker-dealer of record of the Class T or Class S Shares if any such broker-dealer of record has been designated (the “Servicing Broker Dealer”); provided, that, such reallowance shall only be paid to the extent such Servicing Broker Dealer has entered into a Soliciting Dealer Agreement or similar agreement with the Dealer Manager (the “Servicing Agreement”) and such Soliciting Dealer Agreement or Servicing Agreement with the Servicing Broker Dealer provides for such reallowance. In this regard, all determinations will be made by the Dealer Manager in good faith in its sole discretion. The Soliciting Dealer agrees to promptly notify the Dealer Manager upon becoming aware that it should no longer be the broker-dealer of record with respect to any or all of the Class T or Class S Shares sold by the Soliciting Dealer. All items of compensation from whatever source, including compensation paid from offering proceeds in the form of the Annual Distribution and Shareholder Servicing fees, payable to underwriters, broker dealers, or affiliates thereof will not exceed and amount that equals ten percent of the gross proceeds of the offering (excluding securities purchased through the Dividend Reinvestment Program). In the event that the offering reaches the minimum offering contingency, but abruptly terminates before reaching the maximum amount of the offering, Soliciting Dealer agrees to refund to the issuer any amount of underwriting compensation that exceeds the 10% limitation described in FINRA Rule 2310(b)(4)(B)(ii).

COMPENSATION OF SOLICITING DEALERS. Except as otherwise provided in As compensation for the “Plan of Distribution” section services of the ProspectusSoliciting Dealers hereunder, the Dealer-Dealer Manager will re-allow reallow to each Soliciting Dealers as compensation for their services hereunder, Dealer a portion concession of 2.25% of the selling commission that Dealer-Manager receives from subscription price per Share purchased pursuant to the Company in an amount up to seven per cent (7%) of the purchase price for each Class A Share and three per cent (3%) of the purchase price for each Class T Share sold to a subscriber Offer through such Soliciting Dealer’s efforts with respect 's efforts, (excluding the exercise of Rights by a Soliciting Dealer for its own account or for the account of any affiliate, other than a natural person, pursuant to the OfferingOffer) (a "Reallowance"). A Soliciting Dealer Dealer, other than Prudential Securities Incorporated acting in such capacity, shall be entitled to the foregoing compensation a Reallowance only if (i) where the insertion of such Soliciting Dealer’s 's name has been made on the Exercise Form in the Subscription Agreement relating to place so provided and where the subscriber’s Shares, (ii) an account executive Dealer Manager shall have received from such Soliciting Dealer has an executed the certification contained in Part 8 copy of the subscriber’s Subscription Agreement, (iii) such Soliciting Dealer has executed this Agreement in the form hereof and delivered it to the Dealer-Manager, and (iv) the subscriber is admitted as a stockholder for the number hereof. Payment of Shares indicated in his Subscription Agreement. In addition, with respect to any T shares sold, the Dealer-Manager will reallow to Soliciting Dealers as compensation for ongoing services and expenses related to the marketing and shareholder support of the T shares, including, but not limited to, regular communication with stockholders, responding to questions about the investment and general advice concerning the investment and asset allocation, an annual distribution and shareholder servicing fee of 1% of the purchase price per Class T share. You are required to provide these services with respect to the T Shares until such time as the T shares convert to A shares as set out in the Prospectus. Notwithstanding the foregoing, if the Dealer Manager is notified that the Soliciting Dealer is no longer the broker-dealer of record with respect to Class T Shares sold by the Soliciting Dealer, then the Soliciting Dealer’s entitlement to a reallowance of the Distribution and Shareholder Servicing Fees related to such Class T Shares shall cease, and if the change in the broker dealer of record with respect to such Class T Shares is made in connection with a change in the registration of record for such Class T Shares on the Company’s books and records (including, but not limited to, a re-registration due to a sale or a transfer or a change in the form of ownership of the account), then the Soliciting Dealer shall be entitled to a pro rata portion of the Distribution and Shareholder Servicing fee related to such Class T Shares for the portion of the month for which the Soliciting Dealer was the broker-dealer of record. Thereafter, such Distribution and Shareholder Servicing Fee may be reallowed by the Dealer Manager to the then-current broker-dealer of record of the Class T Shares if any such broker-dealer of record has been designated (the “Servicing Broker Dealer”); provided, that, such reallowance shall only be paid to the extent such Servicing Broker Dealer has entered into a Soliciting Dealer Agreement or similar agreement with the Dealer Manager (the “Servicing Agreement”) and such Soliciting Dealer Agreement or Servicing Agreement with the Servicing Broker Dealer provides for such reallowance. In this regard, all determinations Reallowance will be made by the Dealer Manager in good faith in or its sole discretion. The agent directly to such Soliciting Dealer agrees by U.S. Dollar check drawn upon an account at a bank in New York City. Such payments to promptly notify Soliciting Dealers shall be made as soon as practicable after payment of the Dealer Manager upon becoming aware that it should Fee is made to the Dealer Manager. No Reallowance shall be payable in respect of any particular exercise of Rights if, in the opinion of counsel for the Dealer Manager, such Reallowance cannot legally by paid in respect of such exercise of Rights because of the provisions of applicable state law or for any other reason. In case of any dispute or disagreement as to the amount of Reallowance payable to any Soliciting Dealer hereunder or as to the proper recipient of any such Reallowance, the decision of the Dealer Manager shall be conclusive. The payment of any Reallowance to Soliciting Dealers shall be solely the responsibility of the Dealer Manager, but the Dealer Manager shall have no longer obligation or liability to any Soliciting Dealer for any obligation of the Trust hereunder. For the purpose of this Section 2, the Offer will expire on the expiration date set forth in the Prospectus. No Reallowance will be the broker-dealer of record payable to Soliciting Dealers with respect to any or all Rights exercised after expiration of the Class T Shares sold by the Soliciting DealerOffer.

COMPENSATION OF SOLICITING DEALERS. Except as otherwise provided in As compensation for the “Plan of Distribution” section services of the ProspectusSoliciting Dealers hereunder, the Dealer-Manager Dealer Managers will re-allow reallow to each Soliciting Dealers as compensation for their services hereunder, Dealer a portion concession of 2.50% of the selling commission that Dealer-Manager receives from Subscription Price per Share purchased pursuant to the Company in an amount up to seven per cent (7%) of the purchase price for each Class A Share and three per cent (3%) of the purchase price for each Class T Share sold to a subscriber Offer through such Soliciting Dealer’s 's efforts with respect (excluding the exercise of Rights by a Soliciting Dealer for its own account or for the account of any affiliate, other than a natural person, pursuant to the OfferingOffer) (a "Reallowance"); provided that the aggregate reallowance paid to any Soliciting Dealer hereunder may not exceed the product of (i) 2.50% of the Subscription Price per Share, times (ii) the aggregate number of shares of Common Stock held in such Soliciting Dealer's participant accounts with The Depository Trust Company on the Record Date divided by three. A Soliciting Dealer, other than the Dealer Managers acting in such capacity, shall be entitled to the foregoing compensation a Reallowance only if (i) where the insertion of such Soliciting Dealer’s 's name has been made on the Exercise Form in the Subscription Agreement relating to place so provided and where the subscriber’s Shares, (ii) an account executive Dealer Managers shall have received from such Soliciting Dealer has an executed the certification contained in Part 8 copy of the subscriber’s Subscription Agreement, (iii) such Soliciting Dealer has executed this Agreement in the form hereof and delivered it to the Dealer-Manager, and (iv) the subscriber is admitted as a stockholder for the number hereof. Payment of Shares indicated in his Subscription Agreement. In addition, with respect to any T shares sold, the Dealer-Manager will reallow to Soliciting Dealers as compensation for ongoing services and expenses related to the marketing and shareholder support of the T shares, including, but not limited to, regular communication with stockholders, responding to questions about the investment and general advice concerning the investment and asset allocation, an annual distribution and shareholder servicing fee of 1% of the purchase price per Class T share. You are required to provide these services with respect to the T Shares until such time as the T shares convert to A shares as set out in the Prospectus. Notwithstanding the foregoing, if the Dealer Manager is notified that the Soliciting Dealer is no longer the broker-dealer of record with respect to Class T Shares sold by the Soliciting Dealer, then the Soliciting Dealer’s entitlement to a reallowance of the Distribution and Shareholder Servicing Fees related to such Class T Shares shall cease, and if the change in the broker dealer of record with respect to such Class T Shares is made in connection with a change in the registration of record for such Class T Shares on the Company’s books and records (including, but not limited to, a re-registration due to a sale or a transfer or a change in the form of ownership of the account), then the Soliciting Dealer shall be entitled to a pro rata portion of the Distribution and Shareholder Servicing fee related to such Class T Shares for the portion of the month for which the Soliciting Dealer was the broker-dealer of record. Thereafter, such Distribution and Shareholder Servicing Fee may be reallowed by the Dealer Manager to the then-current broker-dealer of record of the Class T Shares if any such broker-dealer of record has been designated (the “Servicing Broker Dealer”); provided, that, such reallowance shall only be paid to the extent such Servicing Broker Dealer has entered into a Soliciting Dealer Agreement or similar agreement with the Dealer Manager (the “Servicing Agreement”) and such Soliciting Dealer Agreement or Servicing Agreement with the Servicing Broker Dealer provides for such reallowance. In this regard, all determinations Reallowance will be made by the Dealer Manager in good faith in its sole discretion. The Managers or their agent directly to such Soliciting Dealer agrees by U.S. dollar check drawn upon an account at a bank in New York City. Such payments to promptly notify Soliciting Dealers shall be made as soon as practicable after payment of the Dealer Manager upon becoming aware that it should Fee is made to the Dealer Managers. No Reallowance shall be payable in respect of any particular exercise of Rights if, in the opinion of counsel for the Dealer Managers, such Reallowance cannot legally be paid in respect of such exercise of Rights because of the provisions of applicable state law or for any other reason. In case of any dispute or disagreement as to the amount of Reallowance payable to any Soliciting Dealer hereunder or as to the proper recipient of any such Reallowance, the decision of the Dealer Managers shall be conclusive. The payment of any Reallowance to Soliciting Dealers shall be solely the responsibility of the Dealer Managers, but the Dealer Managers shall have no longer obligation or liability to any Soliciting Dealer for any obligation of the Fund hereunder. For the purpose of this Section 2, the Offer will expire on the expiration date set forth in the Prospectus. No Reallowance will be the broker-dealer of record payable to Soliciting Dealers with respect to any or all Rights exercised after expiration of the Class T Shares sold by the Soliciting DealerOffer.

COMPENSATION OF SOLICITING DEALERS. Except as otherwise provided in In full payment for the “Plan soliciting efforts to be rendered (excluding the exercise of Distribution” section Rights by a Soliciting Dealer for its own account or for the account of any affiliate, other than a natural person, pursuant to the ProspectusOffer), the Dealer-Manager will re-allow Fund agrees to Soliciting Dealers as compensation for their services hereunder, a portion of pay fees (the selling commission that Dealer-Manager receives from "Solicitation Fees") to either the Company in an amount up to seven per cent (7%) of the purchase price for each Class A Share and three per cent (3%) of the purchase price for each Class T Share sold to a subscriber through such Soliciting Dealer’s efforts with respect to the Offering. A Soliciting Dealer shall be entitled or the Dealer Manager equal to the foregoing compensation only if (i) the insertion of such Soliciting Dealer’s name has been made in the Subscription Agreement relating to the subscriber’s Shares, (ii) an account executive from such Soliciting Dealer has executed the certification contained in Part 8 of the subscriber’s Subscription Agreement, (iii) such Soliciting Dealer has executed this Agreement in the form hereof and delivered it to the Dealer-Manager, and (iv) the subscriber is admitted as a stockholder for the number of Shares indicated in his Subscription Agreement. In addition, with respect to any T shares sold, the Dealer-Manager will reallow to Soliciting Dealers as compensation for ongoing services and expenses related to the marketing and shareholder support of the T shares, including, but not limited to, regular communication with stockholders, responding to questions about the investment and general advice concerning the investment and asset allocation, an annual distribution and shareholder servicing fee of 12.50% of the purchase price Subscription Price per Class T share. You are required to provide these services with respect Share for each Share issued pursuant to the T Shares until Offer (such time as the T shares convert Solicitation Fees paid to A shares as set out in the Prospectus. Notwithstanding the foregoing, if the Dealer Manager is notified that are in addition to the Soliciting Dealer is no longer Manager Fee). The Fund agrees to pay the Solicitation Fees to the broker-dealer designated on the applicable portion of record with respect to Class T Shares sold by the related Subscription Certificate provided that such broker dealer has executed a confirmation accepting the terms of the Soliciting Dealer, then the Soliciting Dealer’s entitlement to a reallowance of the Distribution and Shareholder Servicing Fees related to such Class T Shares shall ceaseDealer Agreement, and if the change in the broker no broker-dealer of record with respect to such Class T Shares is made in connection with a change in the registration of record for such Class T Shares on the Company’s books and records (including, but not limited to, a re-registration due to a sale so designated or a transfer or a change broker-dealer is otherwise not entitled to receive compensation pursuant to the terms of the Soliciting Dealer Agreement, then to pay the Dealer Manager the Solicitation Fee for Shares issued pursuant to the Offer. Payment to the Dealer Manager by the Fund will be in the form of ownership a wire transfer of same day funds to an account or accounts identified by the account)Dealer Manager. Such payments will be made on the day after the final payment for Shares is due as set forth in the Prospectus, then or when such payments are actually received and the Soliciting Dealer shall corresponding funds are available. Zweix Xxxurities Corp. will be entitled to a pro rata portion of the Distribution and Shareholder Servicing fee related to such Class T Shares for the portion of the month for which the Soliciting Dealer was the designated broker-dealer of recordwith respect to Shares issued to participants in the Fund's Distribution Reinvestment and Cash Purchase Plan, unless the participant designates otherwise on the related Subscription Certificate. Thereafter, such Distribution and Shareholder Servicing Fee may be reallowed by the Dealer Manager to the then-current broker-dealer of record Payment of the Class T Shares if any such broker-dealer of record has been designated (the “Servicing Broker Dealer”); provided, that, such reallowance shall only be paid Solicitation Fees to the extent such Servicing Broker Dealer has entered into a Soliciting Dealer Agreement or similar agreement with the Dealer Manager (the “Servicing Agreement”) and such Soliciting Dealer Agreement or Servicing Agreement with the Servicing Broker Dealer provides for such reallowance. In this regard, all determinations that executed a confirmation will be made by the Dealer Manager in good faith in its sole discretion. The Fund directly to such Soliciting Dealer agrees by U.S. dollar checks drawn upon an account at a bank in New York City. Such payments to promptly notify such Soliciting Dealers shall be made as soon as practicable after payment of the Dealer Manager upon becoming aware that it should Fee is made to the Dealer Manager. No Solicitation Fees shall be payable to a Soliciting Dealer in respect of any particular exercise of Rights if no longer Soliciting Dealer is so designated on the Subscription Certificate in the place so provided, and if in the opinion of counsel for the Dealer Manager, such Solicitation Fees cannot legally be paid in respect of such exercise of Rights because of the broker-dealer provisions of record with respect applicable state law or for any other reason. In case of any dispute or disagreement as to the amount of Solicitation Fees payable to any Soliciting Dealer hereunder or all as to the proper recipient of any such Solicitation Fees, the decision of the Class T Shares sold by the Soliciting Dealer.Dealer Manager shall be conclusive. The payment of any

COMPENSATION OF SOLICITING DEALERS. Except as otherwise provided The Dealer Manager has agreed to reallow soliciting fees ("Soliciting Fees") to qualified brokers or dealers executing Soliciting Dealer Agreements who solicit the exercise of Rights and the Over-Subscription Privilege in connection with the “Plan of Distribution” section of Offer and who comply with the Prospectusprocedures described below. Upon timely delivery to State Street Bank and Trust Company, the DealerFund's Subscription Agent for the Offer, of payment for Shares purchased pursuant to the exercise of Rights and the Over-Subscription Privilege and of properly completed and executed documentation as set forth in this Soliciting Dealer Agreement, the Dealer Manager will re-allow pay to Soliciting Dealers as compensation for their services hereunder, a portion Soliciting Fees equal to 2.50% of the selling commission aggregate Subscription Price for the Shares issued pursuant to such exercise of Rights and the Over-Subscription Privilege; PROVIDED, HOWEVER, that Dealer-Manager receives from the Company in an amount up to seven per cent (7%) of the purchase price for each Class A Share and three per cent (3%) of the purchase price for each Class T Share sold to a subscriber through such Soliciting Dealer’s efforts no payment shall be due with respect to the Offeringissuance of any Shares until payment therefor is actually received by the Dealer Manager. A The Dealer Manager agrees to pay the Soliciting Fees to the broker-dealers designated on the applicable portion of the related Subscription Certificate, if such broker-dealers have executed a confirmation accepting the terms of the Soliciting Dealer shall be Agreements; PROVIDED, HOWEVER, that if, in any case, no broker-dealer is so designated or a broker-dealer is otherwise not entitled to the foregoing receive compensation only if (i) the insertion of such Soliciting Dealer’s name has been made in the Subscription Agreement relating pursuant to the subscriber’s Shares, (ii) an account executive from such Soliciting Dealer has executed the certification contained in Part 8 of the subscriber’s Subscription Agreement, (iii) such Soliciting Dealer has executed this Agreement in the form hereof and delivered it to the Dealer-Manager, and (iv) the subscriber is admitted as a stockholder for the number of Shares indicated in his Subscription Agreement. In addition, with respect to any T shares sold, the Dealer-Manager will reallow to Soliciting Dealers as compensation for ongoing services and expenses related to the marketing and shareholder support of the T shares, including, but not limited to, regular communication with stockholders, responding to questions about the investment and general advice concerning the investment and asset allocation, an annual distribution and shareholder servicing fee of 1% of the purchase price per Class T share. You are required to provide these services with respect to the T Shares until such time as the T shares convert to A shares as set out in the Prospectus. Notwithstanding the foregoing, if the Dealer Manager is notified that will retain the Soliciting Dealer is no longer the broker-dealer Fee that would otherwise have been payable in such case. Payment of record with respect to Class T Shares sold by the Soliciting Dealer, then the Fees to qualifying Soliciting Dealer’s entitlement to a reallowance of the Distribution and Shareholder Servicing Fees related to such Class T Shares shall cease, and if the change in the broker dealer of record with respect to such Class T Shares is made in connection with a change in the registration of record for such Class T Shares on the Company’s books and records (including, but not limited to, a re-registration due to a sale or a transfer or a change in the form of ownership of the account), then the Soliciting Dealer shall be entitled to a pro rata portion of the Distribution and Shareholder Servicing fee related to such Class T Shares for the portion of the month for which the Soliciting Dealer was the broker-dealer of record. Thereafter, such Distribution and Shareholder Servicing Fee may be reallowed by the Dealer Manager to the then-current broker-dealer of record of the Class T Shares if any such broker-dealer of record has been designated (the “Servicing Broker Dealer”); provided, that, such reallowance shall only be paid to the extent such Servicing Broker Dealer has entered into a Soliciting Dealer Agreement or similar agreement with the Dealer Manager (the “Servicing Agreement”) and such Soliciting Dealer Agreement or Servicing Agreement with the Servicing Broker Dealer provides for such reallowance. In this regard, all determinations Dealers will be made by the Dealer Manager directly to such Soliciting Dealers by U.S. dollar checks drawn upon an account at a bank in good faith in its sole discretionNew York City. The Such payments to such Soliciting Dealer agrees to promptly notify Dealers shall be made as soon as practicable after payment of the Dealer Manager upon becoming aware that it should Fee is made by the Fund to the Dealer Manager. Payment to the Dealer Manager by the Fund will be in the form of a wire transfer of same day funds to an account or accounts identified by the Dealer Manager. Such payments will be made on the day after the final payment for Shares is due as determined pursuant to in the Prospectus. No Soliciting Fees shall be payable to a Soliciting Dealer in respect of any particular exercise of Rights if no longer Soliciting Dealer is so designated on the Subscription Certificate in the place so provided, or if in the opinion of counsel for the Dealer Manager, such Soliciting Fees cannot legally be paid in respect of such exercise of Rights because of the provisions of applicable state law or for any other reason. In case of any dispute or disagreement as to the amount of Soliciting Fees payable to any Soliciting Dealer hereunder or as to the proper recipient of any such Soliciting Fees, the decision of the Dealer Manager shall be conclusive. The payment of any Soliciting Fees to Soliciting Dealers shall be the broker-dealer responsibility of record with respect the Dealer Manager, but the Dealer Manager shall have no other obligation or liability to any or all Soliciting Dealer for any obligation of the Class T Shares sold by the Soliciting DealerFund hereunder.