Common use of Payment of Expenses and Fees Clause in Contracts

Payment of Expenses and Fees. (a) Subject to the limitations described in Section 6(c) hereof, the Sub-Distribution Agent shall also be entitled to receive from the Distributor distribution fees and servicing fees, if any, for the aggregate value of Shares held by Customer Shareholders (for so long as such Shares are held by Customer Shareholders through accounts maintained by such customers at the Sub-Distribution Agent (or its affiliates)) at the annual rate listed in Schedule 1. These fees will be calculated monthly and paid quarterly based on the value of Shares at the end of each month in a calendar quarter, with payment occurring within 30 days after the end of each calendar quarter. Notwithstanding the foregoing, Distributor shall have no obligation to pay any compensation described in the preceding sentence until Distributor receives the related compensation from the Fund in the form of an asset-based distribution fee and shareholder servicing fee (the “Related Compensation”), and Distributor’s obligation to Sub-Distribution Agent for such payments is limited solely to the Related Compensation, provided that the Distributor shall use commercially reasonably efforts to secure Related Compensation from the Fund. (b) The Sub-Distribution Agent acknowledges and agrees that the Fund may, upon prior written notice to the Distributor, suspend or eliminate the payment of any compensation or other dealer compensation, by amendment, sticker, or supplement to the Prospectus for the Fund, except that the Fund may, without prior notice to Distributor, suspend or eliminate the payment of any compensation or other dealer compensation, by amendment, sticker, or supplement to the Prospectus for the Fund in cases where such suspension or elimination is required (a) pursuant to the dictates of any relevant regulatory agency with jurisdiction over the Fund, the Distributor, or the Sub-Distribution Agent or (b) otherwise by operation of law. The Distributor agrees, to the extent practicable, to notify the Sub-Distribution Agent within one (1) business day upon receiving notice of any suspension or elimination of the payment of any compensation to the Distributor or the Sub-Distribution Agent by the Fund. (c) The parties acknowledge that, as of the date hereof, the maximum amount of all items of compensation payable to the Sub-Distribution Agent hereunder (and under any services agreement between the Sub-Distribution Agent and the Fund’s manager), together with all compensation payable to all other FINRA members, shall not exceed 6.25% of the total gross sales of the Fund, in accordance with NASD Rule 2830. If at any time the aggregate asset-based, front-end and deferred sales charges (as such terms are used in NASD Rule 2830) described in the Prospectus, if any, exceed 4% of total gross sales (as such terms are used in NASD Rule 2830) of Shares, the Distributor shall provide the Sub-Distribution Agent with a report within five (5) business days of each calendar month-end (which report shall be held as confidential information by the Sub-Distribution Agent) stating the current sales charge percentage as of such month-end; provided, however, that all determinations by Distributor for purposes of providing the forgoing notification to Sub-Distribution Agent shall be based on the assumption that the amount of the front-end sales charge imposed on all sales of Shares has been, and is, 3%. The Distributor shall notify the Sub-Distribution Agent promptly if at any time the aggregate asset-based, front-end and deferred sales charges exceed 5.625% of total new gross sales of Shares (or, as applicable, 90% of any limitation on aggregate asset-based, front-end and deferred sales charges imposed by FINRA under NASD Rule 2830 or any successor regulation to NASD Rule 2830 applicable to the Fund); provided, however, that all determinations by Distributor for purposes of providing the forgoing notification to Sub-Distribution Agent shall be based on the assumption that the amount of the front-end sales charge imposed on all sales of Shares has been, and is, 3%. (d) Except as otherwise agreed by Distributor and Sub-Distribution Agent, each party hereto shall bear its own expenses relating hereto and to the offering of the Shares.

Payment of Expenses and Fees. (a) On each purchase of Shares by Customer Shareholders from Distributor, the total initial sales charges, concessions or commissions, if any, payable to Sub-Distribution Agent shall be an upfront sales load of a Customer Shareholder’s investment amount (whether new or additional) in the amount set forth on Schedule 1, or as otherwise set forth in the Fund’s Prospectus, subject to the reduction or waiver of any such fees in the Sub-Distribution Agent’s sole discretion. Except as otherwise noted in this Section 6, neither the Fund nor the Distributor shall have the right to reduce or waive any of the sales load payable by clients to the Sub-Distribution Agent. The Distributor agrees that the Sub-Distribution Agent shall receive the upfront sales load directly from Customer Shareholders. (b) Subject to the limitations described in Section 6(c6(d) hereof, the Sub-Distribution Agent shall also be entitled to receive from the Distributor distribution fees and servicing fees, if any, for the aggregate value of Shares held by Customer Shareholders (for so long as such Shares are held by Customer Shareholders through accounts maintained by such customers at the Sub-Distribution Agent (or its affiliates)) at the annual rate listed in Schedule 1. These fees will be calculated monthly and paid quarterly based on the value of Shares at the end of each month in a calendar quarter, with payment occurring within 30 days after the end of each calendar quarter. Notwithstanding the foregoing, Distributor shall have no obligation to pay any compensation described in the preceding sentence until Distributor receives the related compensation from the Fund in the form of an asset-based distribution fee and shareholder servicing fee (the “Related Compensation”), and Distributor’s obligation to Sub-Distribution Agent for such payments is limited solely to the Related Compensation, provided that the Distributor shall use commercially reasonably efforts to secure Related Compensation from the Fund. (bc) The Sub-Distribution Agent acknowledges and agrees that the Fund may, upon prior written notice to the Distributor, suspend or eliminate the payment of any compensation or other dealer compensation, by amendment, sticker, or supplement to the Prospectus for the Fund, except that the Fund may, without prior notice to Distributor, suspend or eliminate the payment of any compensation or other dealer compensation, by amendment, sticker, or supplement to the Prospectus for the Fund in cases where such suspension or elimination is required (a) pursuant to the dictates of any relevant regulatory agency with jurisdiction over the Fund, the Distributor, or the Sub-Distribution Agent or (b) otherwise by operation of law. The Distributor agrees, to the extent practicable, to notify the Sub-Distribution Agent within one (1) business day upon receiving notice of any suspension or elimination of the payment of any compensation to the Distributor or the Sub-Distribution Agent by the Fund. (cd) The parties acknowledge that, as of the date hereof, the maximum amount of all items of compensation payable to the Sub-Distribution Agent hereunder (and under any services agreement between the Sub-Distribution Agent and the Fund’s manager), together with all compensation payable to all other FINRA members, shall not exceed 6.25% of the total gross sales of the Fund, in accordance with NASD Rule 2830. If at any time the aggregate asset-based, front-end and deferred sales charges (as such terms are used in NASD Rule 2830) described in the Prospectus, if any, exceed 4% of total gross sales (as such terms are used in NASD Rule 2830) of Shares, the Distributor shall provide the Sub-Distribution Agent with a report within five (5) business days of each calendar month-end (which report shall be held as confidential information by the Sub-Distribution Agent) stating the current sales charge percentage as of such month-end; provided, however, that all determinations by Distributor for purposes of providing the forgoing notification to Sub-Distribution Agent shall be based on the assumption that the amount of the front-end sales charge imposed on all sales of Shares has been, and is, 3%. The Distributor shall notify the Sub-Distribution Agent promptly if at any time the aggregate asset-based, front-end and deferred sales charges exceed 5.625% of total new gross sales of Shares (or, as applicable, 90% of any limitation on aggregate asset-based, front-end and deferred sales charges imposed by FINRA under NASD Rule 2830 or any successor regulation to NASD Rule 2830 applicable to the Fund); provided, however, that all determinations by Distributor for purposes of providing the forgoing notification to Sub-Distribution Agent shall be based on the assumption that the amount of the front-end sales charge imposed on all sales of Shares has been, and is, 3%. (de) Except as otherwise agreed by Distributor and Sub-Distribution Agent, each party hereto shall bear its own expenses relating hereto and to the offering of the Shares.

Payment of Expenses and Fees. (a) On each purchase of Shares by Customer Shareholders from Distributor, the total initial sales charges, concessions or commissions, if any, payable to Sub-Distribution Agent shall be an upfront sales load of up to three percent (3.0%) of a Customer Shareholder’s investment amount (whether new or additional) or as otherwise set forth in the Fund’s Prospectus, subject to the reduction or waiver of any such fees in the Sub-Distribution Agent’s sole discretion. Except as otherwise noted in this Section 6, neither the Fund nor the Distributor shall have the right to reduce or waive any of the sales load payable by clients to the Sub-Distribution Agent. The Distributor agrees that the Sub-Distribution Agent shall receive the upfront sales load directly from Customer Shareholders. (b) Subject to the limitations described in Section 6(c6(d) hereof, the Sub-Distribution Agent shall also be entitled to receive from the Distributor distribution fees and servicing fees, if any, fees for the aggregate value of Shares held by Customer Shareholders (for so long as such Shares are held by Customer Shareholders through accounts maintained by such customers at the Sub-Distribution Agent (or its affiliates)) at the annual rate listed in Schedule 1. These fees will be calculated monthly and paid quarterly based on the value of Shares at the end of each month in a calendar quarter, with payment occurring within 30 days after the end of each calendar quarter. It is expected that this distribution and servicing fee will be comprised of a 0.60% distribution fee and 0.25% servicing fee paid by the Fund to the Distributor. Notwithstanding the foregoing, Distributor shall have no obligation to pay any compensation described in the preceding sentence until Distributor receives the related compensation from the Fund in the form of an asset-based distribution fee and shareholder servicing fee (the “Related Compensation”), and Distributor’s obligation to Sub-Distribution Agent for such payments is limited solely to the Related Compensation, provided that the Distributor shall use commercially reasonably efforts to secure Related Compensation from the Fund. (bc) The Sub-Distribution Agent acknowledges and agrees that the Fund may, upon prior written notice to the Distributor, suspend or eliminate the payment of any compensation or other dealer compensation, by amendment, sticker, or supplement to the Prospectus for the Fund, except that the Fund may, without prior notice to Distributor, suspend or eliminate the payment of any compensation or other dealer compensation, by amendment, sticker, or supplement to the Prospectus for the Fund in cases where such suspension or elimination is required (a) pursuant to the dictates of any relevant regulatory agency with jurisdiction over the Fund, the Distributor, or the Sub-Distribution Agent or (b) otherwise by operation of law. The Distributor agrees, to the extent practicable, to notify the Sub-Distribution Agent within one (1) business day upon receiving notice of any suspension or elimination of the payment of any compensation to the Distributor or the Sub-Distribution Agent by the Fund. (cd) The parties acknowledge that, as of the date hereof, the maximum amount of all items of compensation payable to the Sub-Distribution Agent hereunder (and under any services agreement between the Sub-Distribution Agent and the Fund’s manager), together with all compensation payable to all other FINRA members, ) shall not exceed 6.25% of the total gross sales of the Fund, in accordance with NASD Rule 2830. If at any time the aggregate asset-based, front-end and deferred sales charges (as such terms are used in NASD Rule 2830) described in the Prospectus, if any, exceed 4% of total gross sales (as such terms are used in NASD Rule 2830) of Shares, the Distributor shall provide the Sub-Distribution Agent with a report within five (5) business days of each calendar month-end (which report shall be held as confidential information by the Sub-Distribution Agent) stating the current sales charge percentage as of such month-end; provided, however, that all determinations by Distributor for purposes of providing the forgoing notification to Sub-Distribution Agent shall be based on the assumption that the amount of the front-end sales charge imposed on all sales of Shares has been, and is, 3%. The Distributor shall notify the Sub-Distribution Agent promptly if at any time the aggregate asset-based, front-end and deferred sales charges exceed 5.625% of total new gross sales of Shares (or, as applicable, 90% of any limitation on aggregate asset-based, front-end and deferred sales charges imposed by FINRA under NASD Rule 2830 or any successor regulation to NASD Rule 2830 applicable to the Fund); provided, however, that all determinations by Distributor for purposes of providing the forgoing notification to Sub-Distribution Agent shall be based on the assumption that the amount of the front-end sales charge imposed on all sales of Shares has been, and is, 3%. (de) Except as otherwise agreed by Distributor and Sub-Distribution Agent, each party hereto shall bear its own expenses relating hereto and to the offering of the Shares.

Payment of Expenses and Fees. (a) Subject a. Whether or not the Offering contemplated by this Agreement is consummated or this Agreement is terminated, the Company will pay all costs and expenses incident to the limitations described performance of its obligations under this Agreement, including, without limitation, costs and expenses incident to the following: i. The preparation and printing or photocopying of copies of the Memorandum and all instruments and documents prepared in Section 6(c) hereofconnection with the Offering and the Memorandum; and ii. The establishment of the exemption of the Securities from qualification or registration under the securities or "blue sky" laws of the states and other jurisdictions reasonably designated by Placement Agent as those in which Placement Agent or any broker/dealer employed by it intends to sell, or offer for sale, the Sub-Distribution Agent shall also be entitled to receive from the Distributor distribution fees and servicing fees, if any, Securities; and iii. Services of counsel for the aggregate value of Shares held by Customer Shareholders (for so long as such Shares are held by Customer Shareholders through accounts maintained by such customers at the Sub-Distribution Company, including disbursements incurred in connection therewith; and iv. Placement Agent (or its affiliates)) at the annual rate listed in Schedule 1. These fees will be calculated monthly and paid quarterly based on the value of Shares at the end of each month in a calendar quarter, with payment occurring within 30 days after the end of each calendar quarter. Notwithstanding the foregoing, Distributor shall have no obligation liability to pay the Company with respect to any compensation described in of the preceding sentence until Distributor receives foregoing. b. If the related compensation from Company does not close the Fund in Offering, the form of an asset-based distribution fee and shareholder servicing fee (the “Related Compensation”), and Distributor’s obligation to Sub-Distribution Company shall reimburse Placement Agent for all reasonable out-of-pocket expenses (which shall not include compensation or benefits for the personnel of Placement Agent) incurred by Placement Agent in connection with this Agreement, including but not limited to Placement Agent's attorney's fees, travel expenses, documents preparation and other professional advisors if required, which Placement Agent does not expect to exceed $15,000. Placement Agent shall provide an invoice for all such payments is limited solely expenses to the Related Compensation, provided that the Distributor shall use commercially reasonably efforts to secure Related Compensation from the Fund. (b) The Sub-Distribution Agent acknowledges be reimbursed and agrees that the Fund may, upon prior written notice to the Distributor, suspend or eliminate the payment of any compensation or other dealer compensation, by amendment, sticker, or supplement to the Prospectus for the Fund, except that the Fund may, without prior notice to Distributor, suspend or eliminate the payment of any compensation or other dealer compensation, by amendment, sticker, or supplement to the Prospectus for the Fund in cases where such suspension or elimination is required (a) pursuant to the dictates of any relevant regulatory agency with jurisdiction over the Fund, the Distributor, or the Sub-Distribution Agent or (b) otherwise by operation of law. The Distributor agrees, to the extent practicable, to notify the Sub-Distribution Agent within one (1) business day upon receiving notice of any suspension or elimination of the payment of any compensation to the Distributor or the Sub-Distribution Agent expenses shall be made only after receipt by the FundCompany of such invoices. (c) The parties acknowledge thatc. Except as otherwise specifically provided in this Agreement, as of the date hereof, the maximum amount of all items of compensation payable to the Sub-Distribution Agent hereunder (and under any services agreement between the Sub-Distribution Placement Agent and the Fund’s manager), together with all compensation payable Company shall each pay its respective expenses incident to all other FINRA members, shall not exceed 6.25% of this Agreement and the total gross sales of the Fund, in accordance with NASD Rule 2830. If at any time the aggregate asset-based, front-end and deferred sales charges (as such terms are used in NASD Rule 2830) described in the Prospectus, if any, exceed 4% of total gross sales (as such terms are used in NASD Rule 2830) of Shares, the Distributor shall provide the Sub-Distribution Agent with a report within five (5) business days of each calendar month-end (which report shall be held as confidential information by the Sub-Distribution Agent) stating the current sales charge percentage as of such month-end; provided, however, that all determinations by Distributor for purposes of providing the forgoing notification to Sub-Distribution Agent shall be based on the assumption that the amount of the front-end sales charge imposed on all sales of Shares has beentransactions contemplated hereby, and is, 3%. The Distributor no party to this Agreement shall notify the Sub-Distribution Agent promptly if at have any time the aggregate asset-based, front-end and deferred sales charges exceed 5.625% of total new gross sales of Shares (or, as applicable, 90% of liability for such expenses incurred by any limitation on aggregate asset-based, front-end and deferred sales charges imposed by FINRA under NASD Rule 2830 or any successor regulation to NASD Rule 2830 applicable to the Fund); provided, however, that all determinations by Distributor for purposes of providing the forgoing notification to Sub-Distribution Agent shall be based on the assumption that the amount of the front-end sales charge imposed on all sales of Shares has been, and is, 3%other party. (d) Except as otherwise agreed by Distributor and Sub-Distribution Agent, each party hereto shall bear its own expenses relating hereto and to the offering of the Shares.

Payment of Expenses and Fees. (a) On each purchase of Shares by Customer Shareholders from Distributor, the total initial sales charges, concessions or commissions, if any, payable to Sub-Distribution Agent shall be in the amount set forth on Schedule 1 hereto. The Distributor agrees that the Sub-Distribution Agent shall receive the upfront sales load, if any, directly from Customer Shareholders. (b) Subject to the limitations described in Section 6(c6(d) hereof, the Sub-Distribution Agent shall also be entitled to receive from the Distributor distribution fees and servicing fees, if any, fees for the aggregate value of Shares held by Customer Shareholders (for so long as such Shares are held by Customer Shareholders through accounts maintained by such customers at the Sub-Distribution Agent (or its affiliates)) at the annual rate listed set forth in Schedule 1. These fees fees, if any, will be calculated monthly and paid quarterly based on the value of Shares at the end of each month in a calendar quarter, with payment occurring within 30 days after the end of each calendar quarter. Notwithstanding the foregoing, Distributor shall have no obligation to pay any compensation described in the preceding sentence Schedule 1 until Distributor receives the related compensation from the Fund in the form of an asset-based distribution fee and shareholder servicing fee (the “Related Compensation”), and Distributor’s obligation to Sub-Distribution Agent for such payments is limited solely to the Related Compensation, provided that the Distributor shall use commercially reasonably efforts to secure Related Compensation from the Fund. (bc) The Sub-Distribution Agent acknowledges and agrees that the Fund may, upon prior written notice to the Distributor, suspend or eliminate the payment of any compensation or other dealer compensation, by amendment, sticker, or supplement to the Prospectus for the Fund, except that the Fund may, without prior notice to Distributor, suspend or eliminate the payment of any compensation or other dealer compensation, by amendment, sticker, or supplement to the Prospectus for the Fund in cases where such suspension or elimination is required (a) pursuant to the dictates of any relevant regulatory agency with jurisdiction over the Fund, the Distributor, or the Sub-Distribution Agent or (b) otherwise by operation of law. The Distributor agrees, to the extent practicable, to notify the Sub-Distribution Agent within one (1) business day upon receiving notice of any suspension or elimination of the payment of any compensation to the Distributor or the Sub-Distribution Agent by the Fund. (cd) The parties acknowledge that, as of the date hereof, the maximum amount of all items of compensation payable to the Sub-Distribution Agent hereunder (and under any services agreement between the Sub-Distribution Agent and the Fund’s manager), together with all compensation payable to all other FINRA members, ) shall not exceed 6.25% of the total gross sales of the Fundamount set forth on Schedule 1 hereto, in accordance with NASD FINRA Conduct Rule 2830. If at any time the aggregate asset-based, front-end and deferred sales charges (as such terms are used in NASD Rule 2830) described in the Prospectus, if any, exceed 4% of total gross sales (as such terms are used in NASD Rule 2830) of Shares, the Distributor shall provide the Sub-Distribution Agent with a report within five (5) business days of each calendar month-end (which report shall be held as confidential information by the Sub-Distribution Agent) stating the current sales charge percentage as of such month-end; provided, however, that all determinations by Distributor for purposes of providing the forgoing notification to Sub-Distribution Agent shall be based on the assumption that the amount of the front-end sales charge imposed on all sales of Shares has been, and is, 3%. The Distributor shall notify the Sub-Distribution Agent promptly if at any time the aggregate asset-based, front-end and deferred sales charges exceed 5.625% of total new gross sales of Shares (or, as applicable, 90% of any limitation on aggregate asset-based, front-end and deferred sales charges imposed by FINRA under NASD Rule 2830 or any successor regulation to NASD Rule 2830 applicable to the Fund); provided, however, that all determinations by Distributor for purposes of providing the forgoing notification to Sub-Distribution Agent shall be based on the assumption that the amount of the front-end sales charge imposed on all sales of Shares has been, and is, 3%. (de) Except as otherwise agreed by Distributor and Sub-Distribution Agent, each party hereto shall bear its own expenses relating hereto and to the offering of the Shares.

Payment of Expenses and Fees. The Fund agrees to pay all costs and expenses incident to any offering, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with: (a) Subject the registration fee, the preparation and filing of the Registration Statement (including without limitation financial statements, exhibits, schedules and consents), the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the limitations described in Section 6(cDealer Manager and to Selling Agents (including costs of mailing and shipment); (b) hereofthe preparation, the Sub-Distribution Agent shall also be entitled to receive from the Distributor distribution fees issuance and servicing feesdelivery of certificates, if any, for the aggregate value Preferred Stock, including any stock or other transfer taxes or duties payable upon the sale of Shares held the Preferred Stock; (c) all fees and expenses of the Fund’s legal counsel and the independent registered public accounting firm; (d) the qualification of the Preferred Stock for offering and sale under the laws in the states or other jurisdictions that the Fund shall designate as appropriate (the “Qualified Jurisdictions”); (e) filing for review by Customer Shareholders FINRA of all necessary documents and information relating to the Offering and the Preferred Stock (including the reasonable legal fees and filing fees and other disbursements of counsel relating thereto); (f) the fees and expenses of any transfer agent or registrar for so long as such Shares are held the Preferred Stock and miscellaneous expenses referred to in the Registration Statement; (g) all costs and expenses incurred by Customer Shareholders through accounts maintained by such customers at the Sub-Distribution Agent Fund’s or Dealer Manager’s employees in marketing and making road show presentations with respect to the offering of the Preferred Stock; and (or its affiliates)h) at the annual rate listed in Schedule 1. These fees will be calculated monthly and paid quarterly based on performance of the value of Shares at the end of each month in a calendar quarter, with payment occurring within 30 days after the end of each calendar quarterFund’s other obligations hereunder. Notwithstanding the foregoing, Distributor shall have no obligation to pay any compensation described in the preceding sentence until Distributor receives the related compensation from the Fund in the form of an asset-based distribution fee and shareholder servicing fee (the “Related Compensation”), and Distributor’s obligation to Sub-Distribution Agent for such shall not make any payments is limited solely to the Related Compensation, provided that the Distributor shall use commercially reasonably efforts to secure Related Compensation from the Fund. (b) The Sub-Distribution Agent acknowledges and agrees that the Fund may, upon prior written notice to the Distributor, suspend or eliminate the payment of any compensation or other dealer compensation, by amendment, sticker, or supplement to the Prospectus for the Fund, except that the Fund may, without prior notice to Distributor, suspend or eliminate the payment of any compensation or other dealer compensation, by amendment, sticker, or supplement to the Prospectus for the Fund in cases where such suspension or elimination is required (a) pursuant to the dictates of any relevant regulatory agency with jurisdiction over the Fund, the Distributor, or the Sub-Distribution Agent or (b) otherwise by operation of law. The Distributor agrees, this Agreement to the extent practicable, to notify the Sub-Distribution Agent within one (1) business day upon receiving notice of any suspension or elimination of the payment of any compensation to the Distributor or the Sub-Distribution Agent by the Fund. (c) The parties acknowledge that, as of the date hereof, the maximum amount of all items of compensation payable to the Sub-Distribution Agent hereunder (and under any services agreement between the Sub-Distribution Agent and such payments would result in the Fund’s manager), together with all compensation payable to all other FINRA members, shall not exceed 6.25% of organizational and offering expenses exceeding the total gross sales of the Fund, in accordance with NASD Rule 2830. If at any time the aggregate asset-based, front-end and deferred sales charges (as such terms are used in NASD Rule 2830) described limitations stated in the Prospectus, if any, exceed 4% of total gross sales (as such terms are used in NASD Rule 2830) of Shares, the Distributor shall provide the Sub-Distribution Agent with a report within five (5) business days of each calendar month-end (which report shall be held as confidential information by the Sub-Distribution Agent) stating the current sales charge percentage as of such month-end; provided, however, that all determinations by Distributor for purposes of providing the forgoing notification to Sub-Distribution Agent shall be based on the assumption that Registration Statement or the amount of the front-end sales charge imposed on all sales of Shares has been, and is, 3%. The Distributor shall notify the Sub-Distribution Agent promptly if at any time the aggregate asset-based, front-end and deferred sales charges exceed 5.625% of total new gross sales of Shares (orpermitted by FINRA Rule 5110, as applicableamended, 90% of any limitation on aggregate asset-based, front-end and deferred sales charges imposed by FINRA under NASD Rule 2830 modified or any successor regulation supplemented from time to NASD Rule 2830 applicable to the Fund); provided, however, that all determinations by Distributor for purposes of providing the forgoing notification to Sub-Distribution Agent shall be based on the assumption that the amount of the front-end sales charge imposed on all sales of Shares has been, and is, 3%time. (d) Except as otherwise agreed by Distributor and Sub-Distribution Agent, each party hereto shall bear its own expenses relating hereto and to the offering of the Shares.