Common use of Payment Amounts Clause in Contracts

Payment Amounts. As of the Effective Date and continuing thereafter, in consideration of the Cost Reimbursement Services to be provided by AEIS, (i) the Marketing Fee shall be re-allowed directly to AEIS by the Dealer Manager, (ii) the amount of any Due Diligence Expenses shall be paid by the Advisor directly to or on behalf of AEIS (as directed by AEIS), (iii) the Dealer Manager shall pay or cause to be paid directly to AEIS the amount of any Distribution Expenses incurred by AEIS, subject to Section 3(f) of this Agreement and as mutually agreed upon by the parties to this Agreement, and (iv) the Company shall pay or cause to be paid directly to AEIS the amount of any Ad Hoc Request Expenses incurred by AEIS, subject to Section 3(f) of this Agreement and as mutually agreed upon by the parties to this Agreement. The Issuer Entities and AEIS specifically acknowledge and agree that the payments described in clauses (i), (iii) and (iv) of this Section 2 shall be remitted directly to AEIS, and the payment of Due Diligence Expenses in clause (ii) of this Section 2 shall be remitted directly to or on behalf of AEIS (as directed by AEIS), in each case separate and apart from the Selling Commissions (as defined in the Selected Dealer Agreement) and distribution and stockholder servicing fee (the “Distribution Fees”) payable to Ameriprise under Section 3(d) of the Selected Dealer Agreement. AEIS acknowledges and agrees that AEIS shall be entitled to receive only the Marketing Fees and other amounts payable to AEIS pursuant to the terms of this Agreement and AEIS shall not be entitled to receive the Selling Commissions and Distribution Fees payable to Ameriprise pursuant to the Selected Dealer Agreement, which shall continue to be remitted directly to Ameriprise pursuant to the terms of the Selected Dealer Agreement. For the avoidance of doubt, the Issuer Entities acknowledge and agree that such payment of Cost Reimbursement Compensation to AEIS shall not be paid as a ‘pass-through’ to Ameriprise for payment to AEIS.

Payment Amounts. As of the Effective Date and continuing thereafter, in In consideration of the Cost Reimbursement Services to be provided by AEIS, (i) the Marketing Fee Dealer Manager shall be re-allowed allow directly to AEIS by a marketing support fee (the Dealer Manager“Reallowed Marketing Support Fee”), (ii) the Dealer Manager shall pay or cause to be paid the amount of any bona fide, itemized, separately invoiced due diligence expenses (the “Due Diligence Expenses shall be paid by the Advisor Expenses”) directly to or on behalf of AEIS (as directed by AEIS), (iii) the Dealer Manager shall pay or cause to be paid directly to AEIS AEIS’s costs of technology associated with the amount offering, other costs and expenses related to such technology costs, and the facilitation of any the marketing of the Shares and the ownership of such Shares by Ameriprise Financial’s customers, including fees to attend Company-sponsored conferences (the “Distribution Expenses incurred by AEIS, subject to Section 3(f) of this Agreement and as mutually agreed upon by the parties to this AgreementExpenses”), and (iv) the Company Dealer Manager shall pay reimburse AEIS or shall cause AEIS to be paid directly reimbursed to AEIS the amount of extent that AEIS’s compliance with any Ad Hoc Request Expenses incurred by AEIS, subject to (as defined in Section 3(f6(b) of this the Selected Dealer Agreement would cause AEIS to incur additional material expenses, in which case the Dealer Manager and AEIS will mutually agree as mutually agreed upon by to the payment of such expenses between the parties to this Agreement(the “Ad Hoc Request Expenses” and, collectively with the Reallowed Marketing Support Fee, the Due Diligence Expenses, and the Distribution Expenses, the “Cost Reimbursement Compensation”). The Issuer Entities and AEIS specifically acknowledge and agree that the payments described in clauses (i), (iii) ), and (iv) of this Section 2 shall be remitted directly to AEIS, and the payment of Due Diligence Expenses in clause (ii) of this Section 2 shall be remitted directly to or on behalf of AEIS (as directed by AEIS), in each case separate and apart from the Selling Sales Commissions (as defined in the Selected Dealer Agreement) and distribution and stockholder servicing fee Distribution Fees (as defined in the “Distribution Fees”Selected Dealer Agreement) payable to Ameriprise under Section 3(d) of the Selected Dealer Agreement. AEIS acknowledges and agrees that AEIS shall be entitled to receive only the Reallowed Marketing Support Fees and other amounts payable to AEIS pursuant to the terms of this Agreement and AEIS shall not be entitled to receive the Selling Sales Commissions and Distribution Fees payable to Ameriprise pursuant to the Selected Dealer Agreement, which shall continue to be remitted directly to Ameriprise pursuant to the terms of the Selected Dealer Agreement. For the avoidance of doubt, the Issuer Entities acknowledge and agree that such payment of Cost Reimbursement Compensation to AEIS shall not be paid as a ‘pass-through’ to Ameriprise for payment to AEIS.

Payment Amounts. As of the Effective Date and continuing thereafter, in In consideration of the Cost Reimbursement Services to be provided by AEIS, : (a) The Dealer Manager shall (i) the Marketing Fee shall be re-allowed allow directly to AEIS by the a Dealer Manager, Manager Fee (defined in Section 3(a)) and (ii) the amount of any Due Diligence Expenses shall be paid by the Advisor directly to or on behalf of AEIS (as directed by AEIS), (iii) the Dealer Manager shall pay or cause to be paid directly to AEIS the amount Annual Cost Reimbursement Fee (defined in Section 3(a)) (the Annual Cost Reimbursement Fee and the Dealer Manager Fee are collectively the “Fee”). (b) The Dealer Manager or its affiliates will pay AEIS a one-time payment of any Distribution Expenses incurred up to $25,000 in the aggregate for the start-up operational costs (“Set-up Expenses”) associated with offering a new product to Ameriprise clients, including but not limited to, due diligence expenses. (c) The Dealer Manager or its affiliates will reimburse AEIS for reasonable expenses arising from the performance of services related to but separate from the services contemplated by AEIS, subject to Section 3(f) of this Agreement and as mutually agreed upon by the parties to this Agreement, and (iv) including but not limited to technology services, operational reporting, or technology or operational expenses deriving from particular issues presented by the Company (e.g., expenses related to series mergers or reorganizations); provided, however, that the Dealer Manager and AEIS will agree in writing to the expenses to be reimbursed prior to AEIS incurring any such expenses. Such payments will be separate from the Fee and Set-up Expenses, and will be paid through the process set forth below. (d) The Dealer Manager or its affiliates will pay AEIS the reasonable costs AEIS incurs when responding to or complying with any audit, report, examination, inspection or compliance review requested by the Dealer Manager or the Company and any information or document request and any other request by the Dealer Manager or the Company that is not otherwise specifically addressed in this Agreement or any other agreement between AEIS and the Dealer Manager or the Company. The Dealer Manager and AEIS will agree in writing to the expenses to be reimbursed prior to AEIS incurring any such expenses. (e) The payments pursuant to this Agreement shall pay or cause to be paid directly to AEIS the amount of any Ad Hoc Request Expenses incurred by AEIS, subject to Section 3(f) of this Agreement and as mutually agreed upon by the parties to this Agreement. The Issuer Entities and AEIS specifically acknowledge and agree that the payments described in clauses (i), (iii) and (iv) of this Section 2 shall be remitted directly to AEIS, and the payment of Due Diligence Expenses in clause (ii) of this Section 2 shall be remitted directly to or on behalf of AEIS (as directed by AEIS), in each case separate and apart from the Selling Commissions (as defined in the Selected Dealer Agreement) and distribution and stockholder servicing fee (the “Distribution Fees”) payable to Ameriprise under Section 3(d) of the Selected Dealer Agreement. AEIS acknowledges and agrees that AEIS shall be entitled to receive only the Marketing Fees and other amounts payable to AEIS pursuant to the terms of this Agreement and AEIS shall not be entitled to receive the Selling Commissions and Distribution Fees payable to Ameriprise pursuant to the Selected Dealer Agreement, which shall continue to be remitted directly to Ameriprise pursuant to the terms of the Selected Dealer AgreementSection 3 below. For the avoidance of doubt, the Issuer Entities acknowledge and agree that such payment of Cost Reimbursement Compensation to AEIS shall not be paid to Ameriprise as a ‘pass-through’ to Ameriprise for payment to AEIS.

Payment Amounts. As of the Effective Date and continuing thereafter, in consideration of the Cost Reimbursement Services to be provided by AEIS, (i) the Marketing Fee shall be re-allowed directly to AEIS by the Dealer Manager, (ii) the amount of any Due Diligence Expenses shall be paid by the Advisor directly to or on behalf of AEIS (as directed by AEIS), (iii) the Dealer Manager shall pay or cause to be paid directly to AEIS the amount of any Distribution Expenses incurred by AEIS, subject to Section 3(f) of this Agreement and as mutually agreed upon by the parties to this Agreement, and (iv) the Company shall pay or cause to be paid directly to AEIS the amount of any Ad Hoc Request Expenses incurred by AEIS, subject to Section 3(f) of this Agreement and as mutually agreed upon by the parties to this Agreement. The Issuer Entities and AEIS specifically acknowledge and agree that the payments described in clauses (i), (iii) and (iv) of this Section 2 shall be remitted directly to AEIS, and the payment of Due Diligence Expenses in clause (ii) of this Section 2 shall be remitted directly to or on behalf of AEIS (as directed by AEIS), in each case separate and apart from the Selling Commissions (as defined in the Selected Dealer Agreement) and distribution and stockholder servicing fee fees (the “Distribution Fees”) payable to Ameriprise under Section 3(d) of the Selected Dealer Agreement. AEIS acknowledges and agrees that AEIS shall be entitled to receive only the Marketing Fees and other amounts payable to AEIS pursuant to the terms of this Agreement and AEIS shall not be entitled to receive the Selling Commissions and Distribution Fees payable to Ameriprise pursuant to the Selected Dealer Agreement, which shall continue to be remitted directly to Ameriprise pursuant to the terms of the Selected Dealer Agreement. For the avoidance of doubt, the Issuer Entities acknowledge and agree that such payment of Cost Reimbursement Compensation to AEIS shall not be paid as a ‘pass-through’ to Ameriprise for payment to AEIS.

Payment Amounts. As of the Effective Date and continuing thereafter, in In consideration of the Cost Reimbursement Services to be provided by AEIS, (i) the Marketing Fee Dealer Manager shall be re-allowed allow directly to AEIS by a marketing support fee (the Dealer Manager“Reallowed Marketing Support Fee”), (ii) the Dealer Manager shall pay or cause to be paid the amount of any bona fide, itemized, separately invoiced due diligence expenses (the “Due Diligence Expenses shall be paid by the Advisor Expenses”) directly to or on behalf of AEIS (as directed by AEIS), (iii) the Dealer Manager shall pay or cause to be paid directly to AEIS AEIS’s costs of technology associated with the amount offering being made pursuant to the Offering Documents (the “Offering”), other costs and expenses related to such technology costs, and the facilitation of any the marketing of the Shares and the ownership of such Shares by Ameriprise’s customers, including fees to attend Company-sponsored conferences (the “Distribution Expenses incurred by AEIS, subject to Section 3(f) of this Agreement and as mutually agreed upon by the parties to this AgreementExpenses”), and (iv) the Company Dealer Manager shall pay reimburse AEIS or shall cause AEIS to be paid directly reimbursed to AEIS the amount of extent that AEIS’s compliance with any Ad Hoc Request Expenses incurred by AEIS, subject to (as defined in Section 3(f6(b) of this the Selected Dealer Agreement would cause AEIS to incur additional material expenses, in which case the Dealer Manager and AEIS will mutually agree as mutually agreed upon by to the payment of such expenses between the parties to this Agreement(the “Ad Hoc Request Expenses” and, collectively with the Reallowed Marketing Support Fee, the Due Diligence Expenses, and the Distribution Expenses, the “Cost Reimbursement Compensation”). The Issuer Entities and AEIS specifically acknowledge and agree that the payments described in clauses (i), (iii) ), and (iv) of this Section 2 shall be remitted directly to AEIS, and the payment of Due Diligence Expenses in clause (ii) of this Section 2 shall be remitted directly to or on behalf of AEIS (as directed by AEIS), in each case separate and apart from the Selling Sales Commissions (as defined in the Selected Dealer Agreement) and distribution and stockholder servicing fee Distribution Fees (as defined in the “Distribution Fees”Selected Dealer Agreement) payable to Ameriprise under Section 3(d) of the Selected Dealer Agreement. AEIS acknowledges and agrees that AEIS shall be entitled to receive only the Reallowed Marketing Support Fees and other amounts payable to AEIS pursuant to the terms of this Agreement and AEIS shall not be entitled to receive the Selling Sales Commissions and Distribution Fees payable to Ameriprise pursuant to the Selected Dealer Agreement, which shall continue to be remitted directly to Ameriprise pursuant to the terms of the Selected Dealer Agreement. For the avoidance of doubt, the Issuer Entities acknowledge and agree that such payment of Cost Reimbursement Compensation to AEIS shall not be paid as a ‘pass-through’ to Ameriprise for payment to AEIS.

Payment Amounts. As of the Effective Date and continuing thereafter, in consideration of the Cost Reimbursement Services to be provided by AEIS, (i) the Marketing Fee shall be re-allowed directly to AEIS by the Dealer Manager, (ii) the amount of any Due Diligence Expenses shall be paid by the Advisor directly to or on behalf of AEIS (as directed by AEIS), (iii) the Dealer Manager shall pay or cause to be paid directly to AEIS the amount of any Distribution Expenses incurred by AEIS, subject to Section 3(f) of this Agreement and as mutually agreed upon by the parties to this Agreement, and (iv) the Company shall pay or cause to be paid directly to AEIS the amount of any Ad Hoc Request Expenses incurred by AEIS, subject to Section 3(f) of this Agreement and as mutually agreed upon by the parties to this Agreement. The Issuer Entities and AEIS specifically acknowledge and agree that the payments described in clauses (i), (iii) and (iv) of this Section 2 shall be remitted directly to AEIS, and the payment of Due Diligence Expenses in clause (ii) of this Section 2 shall be remitted directly to or on behalf of AEIS (as directed by AEIS), in each case separate and apart from the Selling Commissions (as defined in the Selected Dealer Agreement) and distribution and stockholder servicing fee fees (the “Distribution and Stockholder Servicing Fees”) payable to Ameriprise under Section 3(d) of the Selected Dealer Agreement. AEIS acknowledges and agrees that AEIS shall be entitled to receive only the Marketing Fees and other amounts payable to AEIS pursuant to the terms of this Agreement and AEIS shall not be entitled to receive the Selling Commissions and Distribution and Stockholder Servicing Fees payable to Ameriprise pursuant to the Selected Dealer Agreement, which shall continue to be remitted directly to Ameriprise pursuant to the terms of the Selected Dealer Agreement. For the avoidance of doubt, the Issuer Entities acknowledge and agree that such payment of Cost Reimbursement Compensation to AEIS shall not be paid as a ‘pass-through’ to Ameriprise for payment to AEIS.