Common use of Reallowance of Portion of Dealer Manager Fee and Distribution and Shareholder Servicing Fees Clause in Contracts

Reallowance of Portion of Dealer Manager Fee and Distribution and Shareholder Servicing Fees. With respect to CCIF 2018 T, and any other Feeder Fund, the Dealer Manager may, in its sole discretion, retain or reallow all or a portion of the Dealer Manager Fee received by it to Selected Dealer as a marketing support fee (the "Marketing Fee") for the sale of the Shares of the Feeder Fund for which Selected Dealer has executed an Acceptance indicating its eligibility to receive a Marketing Fee. Eligibility to receive the Marketing Fee is conditioned upon the Selected Dealer’s compliance with one or more of the following conditions. Any determination regarding the Selected Dealer’s compliance with the listed conditions will be made by the Dealer Manager, in its sole discretion. (i) The Selected Dealer has marketing and support personnel (telemarketers, marketing director, etc.) who assist the Dealer Manager’s marketing team; (ii) The Selected Dealer has and uses marketing communications vehicle(s) to promote the Feeder Fund. Vehicles may include, but are not restricted to, newsletters, conference calls, internal mail, etc.; and/or (iii) The Selected Dealer will provide other services requested by investors from time to time and will maintain the resources necessary to adequately service investors. Additionally, the Dealer Manager, in its sole discretion, may reallow a distribution and shareholder servicing fee (the “Distribution and Shareholder Servicing Fee”) from any Feeder Fund in which a Distribution and Shareholder Servicing Fee is permitted in the “Plan of Distribution” section of the Feeder Fund’s Prospectus. Beginning the first calendar quarter after the close of a Feeder Fund’s primary offering, the Distribution and Shareholder Servicing Fee will be calculated quarterly in an amount as set forth in such Feeder Fund’s Prospectus. The Distribution and Shareholder Servicing Fee will accrue daily and be paid quarterly in arrears by the Feeder Fund out of that fund’s assets as described in its Prospectus. Notwithstanding, upon the date, if any, the Dealer Manager is notified that the Selected Dealer who sold the Shares giving rise to the Distribution and Shareholder Servicing Fee is no longer the broker-dealer of record Xxxxx Financial, LLC 6 Selected Dealer Agreement with respect to such Shares, then such Selected Dealer’s entitlement to the Distribution and Shareholder Servicing Fee related to such Shares shall cease, and such Selected Dealer shall not receive the reallowance of the Distribution and Shareholder Servicing Fee for any portion of the quarter in which such Selected Dealer is not the broker-dealer of record on the last day of the quarter. Thereafter, such Distribution and Shareholder Servicing Fee may be reallowed by the Dealer Manager to the then-current broker-dealer of record of the Shares, if any, if such broker-dealer of record has been designated and has entered into a Selected Dealer Agreement with the Dealer Manager that provides for such reallowance in connection with such Feeder Fund. All determinations regarding the reallowance of the Distribution and Shareholder Servicing Fee will be made by the Dealer Manager in good faith in its sole discretion. The Selected Dealer agrees to promptly notify the Dealer Manager upon becoming aware that it is no longer the broker-dealer of record to any or all of the Shares sold by the Selected Dealer. Payment of the Distribution and Shareholder Servicing Fee with respect to the Shares sold in a Feeder Fund’s primary offering will terminate on the earlier of: (i) the date at which, in the aggregate, underwriting compensation from all sources, including the Distribution and Shareholder Servicing Fee and any organization and offering fee paid for underwriting and underwriting compensation paid in the offering, equals 10% of the gross proceeds from the primary offering (i.e., the gross proceeds from the offering excluding proceeds from sales of Shares pursuant to a DRIP), calculated as of the same date that the Feeder Fund calculates the aggregate Distribution and Shareholder Servicing Fee; and (ii) the date at which a liquidity event occurs as described in the Prospectus of the Feeder Fund. The Dealer Manager shall be responsible for tracking compliance with FINRA’s 10% underwriting compensation limit and reporting such information to the Feeder Funds. In connection with the Selected Dealer’s receipt of the Distribution and Shareholder Servicing Fee, the Selected Dealer agrees to provide the following support services to clients who may from time to time beneficially own Shares for which the Selected Dealer is receiving the Distribution and Shareholder Servicing Fee: (i) assisting in establishing and maintaining accounts and records relating to clients; (ii) processing repurchase, dividend, and distribution payments from the Feeder Fund on behalf of clients; (iii) in connection with client subscriptions for initial and subsequent investments in the Feeder Fund, arranging for bank wires following notification to the Feeder Fund; (iv) responding to client inquiries relating to the services performed by the Selected Dealer; (v) responding to routine inquiries from clients concerning their investments in Shares; (vi) assisting clients in changing account designations and addresses; (vii) assisting clients in such clients’ processing of repurchase requests; and (viii) providing such other similar services as the Feeder Fund may reasonably request to the extent the Selected Dealer is permitted to do so under applicable statutes, rules and regulations. By Selected Dealer’s execution of an Acceptance with respect to any Feeder Fund, the Selected Dealer agrees to and does release, indemnify and hold each such Feeder Fund harmless from and against any and all direct or indirect liabilities or losses resulting from requests, directions, actions or inactions of or by the Selected Dealer or its officers, employees or agents regarding Selected Dealer’s responsibilities hereunder or the purchase, redemption, transfer or registration of Shares for which the Selected Dealer is receiving the Distribution and Shareholder Servicing Fee (or orders relating to the same) by or on behalf of clients, except such requests, directions, actions or inactions in reliance upon or related to the printed materials supplied by the Feeder Fund. The Selected Dealer and its employees will, upon request, be available during normal business hours to consult with the applicable Feeder Fund or its designees concerning the performance of its responsibilities. The Selected Dealer will furnish CCIF 2018 T or the additional Feeder Fund or its designees with such Xxxxx Financial, LLC 7 Selected Dealer Agreement information as CCIF 2018 T or the additional Feeder Fund or its designees may reasonably request (including, without limitation, periodic certifications confirming the provision to clients of the services described herein) and will otherwise cooperate with the Feeder Fund and its designees (including, without limitation, any auditors designated by the fund), in connection with the preparation of reports to the Feed er Fund’s Board of Trustees concerning monies paid or payable by the fund pursuant to this Agreement, as well as any other reports or filings that may be required by law. Any such provision for the reallowance of a portion of the Dealer Manager Fee as a Marketing Fee and the reallowance of a portion or all of the Distribution and Shareholder Servicing Fees shall be referenced in an executed Acceptance. The Dealer Manager may, in its sole discretion, request a Feeder Fund in which Shares are then being offered to reimburse the Selected Dealer for reasonable accountable bona fide due diligence expenses, provided such expenses have actually been incurred, are supported by detailed and itemized invoices provided to the Feeder Fund and the Dealer Manager, and the Feeder Fund or the Dealer Manager had previously given its prior written approval of incurrence of such expenses.

Reallowance of Portion of Dealer Manager Fee and Distribution and Shareholder Servicing Fees. With respect to CCIF 2018 2016 T, and any other Feeder Fund, the Dealer Manager may, in its sole discretion, retain or reallow all or re-allow a portion of the Dealer Manager Fee received by it to Selected Dealer as a marketing support fee (the "Marketing Fee") for the sale of the Shares of the Feeder Fund for which Selected Dealer has executed an Acceptance indicating its eligibility to receive a Marketing Feeaccepted and confirmed by the Feeder Fund set forth in Schedule II. Eligibility to receive the Marketing Fee is conditioned upon the Selected Dealer’s compliance with one or more of the following conditions. Any determination regarding the Selected Dealer’s compliance with the listed conditions will be made by the Dealer Manager, in its sole discretion. (i) The Selected Dealer has marketing and support personnel (telemarketers, marketing director, etc.) who assist the Dealer Manager’s marketing team; (ii) The Selected Dealer has and uses marketing communications vehicle(s) to promote the Feeder Fundfund. Vehicles may include, but are not restricted to, newsletters, conference calls, internal mail, etc.; Xxxxx Financial, LLC 5 Selected Dealer Agreement (iii) The Selected Dealer will respond to investors’ inquiries concerning monthly statements, valuations, distribution rates, tax, annual reports, reinvestment and redemption rights and procedures; (iv) The Selected Dealer will assist investors with reinvestments and repurchases; and/or (iiiv) The Selected Dealer will provide other services requested by investors from time to time and will maintain the resources necessary to adequately service investors. Additionally, the Dealer Manager, in its sole discretion, may reallow re-allow a distribution and shareholder servicing fee (the “Distribution and Shareholder Servicing Fee”) from any Feeder Fund in which a Distribution and Shareholder Servicing Fee is permitted in the “The Offering/Plan of Distribution” section of the Feeder Fund’s Prospectus. Beginning the first calendar quarter after the close of a Feeder Fund’s primary offering, the Distribution and Shareholder Servicing Fee will be calculated quarterly in an amount as set forth in such Feeder Fund’s ProspectusProspectus of the net purchase price per Share or, once reported, the amount of the estimated NAV per share for the Shares. The Distribution and Shareholder Servicing Fee will accrue daily and be paid quarterly in arrears by the Feeder Fund out of that fund’s assets as described in its Prospectus. Notwithstanding, upon the date, if any, the Dealer Manager is notified that the Selected Dealer who sold the Shares giving rise to the Distribution and Shareholder Servicing Fee is no longer the broker-dealer of record Xxxxx Financial, LLC 6 Selected Dealer Agreement with respect to such Shares, then such Selected Dealer’s entitlement to the Distribution and Shareholder Servicing Fee related to such Shares shall cease, and such Selected Dealer shall not receive the reallowance of the Distribution and Shareholder Servicing Fee for any portion of the quarter in which such Selected Dealer is not the broker-dealer of record on the last day of the quarter. Thereafter, such Distribution and Shareholder Servicing Fee may be reallowed by the Dealer Manager to the then-current broker-dealer of record of the Shares, if any, if such broker-dealer of record has been designated and has entered into a Selected Dealer Agreement with the Dealer Manager that provides for such reallowance in connection with such Feeder Fund. All determinations regarding the reallowance of the Distribution and Shareholder Servicing Fee will be made by the Dealer Manager in good faith in its sole discretion. The Selected Dealer agrees to promptly notify the Dealer Manager upon becoming aware that it is no longer the broker-dealer of record to any or all of the Shares sold by the Selected Dealer. Payment of the Distribution and Shareholder Servicing Fee with respect to the Shares sold in a Feeder Fund’s primary offering will terminate on the earlier of: (i) the date at which, in the aggregate, underwriting compensation from all sources, including the Distribution and Shareholder Servicing Fee and any organization and offering fee paid for underwriting and underwriting compensation paid in the offering, equals 10% of the gross proceeds from the primary offering (i.e., the gross proceeds from the offering excluding proceeds from sales of Shares pursuant to a DRIP), calculated as of the same date that the Feeder Fund calculates the aggregate Distribution and Shareholder Servicing Fee; and (ii) the date at which a liquidity event occurs as described in the Prospectus of the Feeder Fund. The Dealer Manager shall be responsible for tracking compliance with FINRA’s 10% underwriting compensation limit and reporting such information to the Feeder Funds. In connection with the Selected Dealer’s receipt of the Distribution and Shareholder Servicing Fee, the Selected Dealer agrees to provide the following support services to clients who may from time to time beneficially own Shares for which the Selected Dealer is receiving the Distribution and Shareholder Servicing Fee: (i) assisting in establishing and maintaining accounts and records relating to clients; (ii) processing repurchase, dividend, and distribution payments from the Feeder Fund on behalf of clients; (iii) in connection with client subscriptions for initial and subsequent investments in the Feeder Fund, arranging for bank wires following notification to the Feeder Fund; (iv) responding to client inquiries relating to the services performed by the Selected Dealer; (v) responding to routine inquiries from clients concerning their investments in Shares; (vi) assisting clients in changing account designations and addresses; (vii) assisting clients in such clients’ processing of repurchase requests; and (viii) providing such other similar services as the Feeder Fund may reasonably request to the extent the Selected Dealer is permitted to do so under applicable statutes, rules and regulations. By Selected Dealer’s execution written acceptance of an Acceptance with respect to any Feeder FundSchedule II, the Selected Dealer agrees to and does release, indemnify and hold each such Feeder Fund harmless from and against any and all direct or indirect liabilities or losses resulting from requests, directions, actions or inactions of or by the Selected Dealer or its officers, employees or agents regarding Selected Dealer’s responsibilities hereunder or the purchase, redemption, transfer or registration of Shares for which the Selected Dealer is receiving the Distribution and Shareholder Servicing Fee (or orders Xxxxx Financial, LLC 6 Selected Dealer Agreement relating to the same) by or on behalf of clients, except such requests, directions, actions or inactions in reliance upon or related to the printed materials supplied by the Feeder Fund. The Selected Dealer and its employees will, upon request, be available during normal business hours to consult with the applicable Feeder Fund or its designees concerning the performance of its responsibilities. The Selected Dealer will furnish CCIF 2018 2016 T or the additional Feeder Fund or its designees with such Xxxxx Financial, LLC 7 Selected Dealer Agreement information as CCIF 2018 2016 T or the additional Feeder Fund or its designees may reasonably request (including, without limitation, periodic certifications confirming the provision to clients of the services described herein) and will otherwise cooperate with the Feeder Fund fund and its designees (including, without limitation, any auditors designated by the fund), in connection with the preparation of reports to the Feed er Fundfund’s Board of Trustees concerning Schedule II and the monies paid or payable by the fund pursuant to this Agreementthereto, as well as any other reports or filings that may be required by law. Any such provision for the reallowance of a portion of the Dealer Manager Fee as a Marketing Fee and the reallowance of a portion or all of the Distribution and Shareholder Servicing Fees shall be referenced in an executed Acceptancea Schedule II to this Agreement. The Dealer Manager may, in its sole discretion, request a Feeder Fund in which Shares are then being offered to reimburse the Selected Dealer for reasonable accountable bona fide due diligence expenses, provided such expenses have actually been incurred, are supported by detailed and itemized invoices provided to the Feeder Fund and the Dealer Manager, and the Feeder Fund or the Dealer Manager had previously given its prior written approval of incurrence of such expenses.

Reallowance of Portion of Dealer Manager Fee and Distribution and Shareholder Servicing Fees. With respect to CCIF 2018 2015 T, and any other Feeder Fund, the Dealer Manager may, in its sole discretion, retain or reallow all or re-allow a portion of the Dealer Manager Fee received by it to Selected Dealer as a marketing support fee (the "“Marketing Fee"”) for the sale of the Shares of the Feeder Fund for which Selected Dealer has executed an Acceptance indicating its eligibility to receive a Marketing Feeaccepted and confirmed by the Feeder Fund set forth in Schedule II. Eligibility to receive the Marketing Fee is conditioned upon the Selected Dealer’s compliance with one or more of the following conditions. Any determination regarding the Selected Dealer’s compliance with the listed conditions will be made by the Dealer Manager, in its sole discretion. (i) The Selected Dealer has marketing and support personnel (telemarketers, marketing director, etc.) who assist the Dealer Manager’s marketing team; (ii) The Selected Dealer has and uses marketing communications vehicle(s) to promote the Feeder Fundfund. Vehicles may include, but are not restricted to, newsletters, conference calls, internal mail, etc.; (iii) The Selected Dealer will respond to investors’ inquiries concerning monthly statements, valuations, distribution rates, tax, annual reports, reinvestment and redemption rights and procedures; (iv) The Selected Dealer will assist investors with reinvestments and repurchases; and/or (iiiv) The Selected Dealer will provide other services requested by investors from time to time and will maintain the resources necessary to adequately service investors. Additionally, the Dealer Manager, in its sole discretion, may reallow re-allow a distribution and shareholder servicing fee (the “Distribution and Shareholder Servicing Fee”) from any Feeder Fund in which a Distribution and Shareholder Servicing Fee is permitted in the “The Offering/Plan of Distribution” section of the Feeder Fund’s Prospectus. Beginning the first calendar quarter after the close of a Feeder Fund’s primary offering, the Distribution and Shareholder Servicing Fee will be calculated quarterly in an amount as set forth in such Feeder Fund’s ProspectusProspectus of the net purchase price per Share or, once reported, the amount of the estimated NAV per share for the Shares. The Distribution and Shareholder Servicing Fee will accrue daily and be paid quarterly in arrears by the Feeder Fund out of that fund’s assets as described in its Prospectus. Notwithstanding, upon the date, if any, the Dealer Manager is notified that the Selected Dealer who sold the Shares giving rise to the Distribution and Shareholder Servicing Fee is no longer the broker-dealer of record Xxxxx Financial, LLC 6 Selected Dealer Agreement with respect to such Shares, then such Selected Dealer’s entitlement to the Distribution and Shareholder Servicing Fee related to such Shares shall cease, and such Selected Dealer shall not receive the reallowance of the Distribution and Shareholder Servicing Fee for any portion of the quarter in which such Selected Dealer is not the broker-dealer of record on the last day of the quarter. Thereafter, such Distribution and Shareholder Servicing Fee may be reallowed by the Dealer Manager to the then-current broker-dealer of record of the Shares, if any, if such broker-dealer of record has been designated and has entered into a Selected Dealer Agreement with the Dealer Manager that provides for such reallowance in connection with such Feeder Fund. All determinations regarding the reallowance of the Distribution and Shareholder Servicing Fee will be made by the Dealer Manager in good faith in its sole discretion. The Selected Dealer agrees to promptly notify the Dealer Manager upon becoming aware that it is no longer the broker-dealer of record to any or all of the Shares sold by the Selected Dealer. Payment of the Distribution and Shareholder Servicing Fee with respect to the Shares sold in a Feeder Fund’s primary offering will terminate on the earlier of: (i) the date at which, in the aggregate, underwriting compensation from all sources, including the Distribution and Shareholder Servicing Fee and any organization and offering fee paid for underwriting and underwriting compensation paid in the offering, equals 10% of the gross proceeds from the primary offering (i.e., the gross proceeds from the offering excluding proceeds from sales of Shares pursuant to a DRIP), calculated as of the same date that the Feeder Fund calculates the aggregate Distribution and Shareholder Servicing Fee; and (ii) the date at which a liquidity event occurs as described in the Prospectus of the Feeder Fund. The Dealer Manager shall be responsible for tracking compliance with FINRA’s 10% underwriting compensation limit and reporting such information to the Feeder Funds. In connection with the Selected Dealer’s receipt of the Distribution and Shareholder Servicing Fee, the Selected Dealer agrees to provide the following support services to clients who may from time to time beneficially own Shares for which the Selected Dealer is receiving the Distribution and Shareholder Servicing Fee: (i) assisting in establishing and maintaining accounts and records relating to clients; (ii) processing repurchase, dividend, and distribution payments from the Feeder Fund on behalf of clients; (iii) in connection with client subscriptions for initial and subsequent investments in the Feeder Fund, arranging for bank wires following notification to the Feeder Fund; (iv) responding to client inquiries relating to the services performed by the Selected Dealer; (v) responding to routine inquiries from clients concerning their investments in Shares; (vi) assisting clients in changing account designations and addresses; (vii) assisting clients in such clients’ processing of repurchase requests; and (viii) providing such other similar services as the Feeder Fund may reasonably request to the extent the Selected Dealer is permitted to do so under applicable statutes, rules and regulations. By Selected Dealer’s execution written acceptance of an Acceptance with respect to any Feeder FundSchedule II, the Selected Dealer agrees to and does release, indemnify and hold each such Feeder Fund harmless from and against any and all direct or indirect liabilities or losses resulting from requests, directions, actions or inactions of or by the Selected Dealer or its officers, employees or agents regarding Selected Dealer’s responsibilities hereunder or the purchase, redemption, transfer or registration of Shares for which the Selected Dealer is receiving the Distribution and Shareholder Servicing Fee (or orders relating to the same) by or on behalf of clients, except such requests, directions, actions or inactions in reliance upon or related to the printed materials supplied by the Feeder Fund. The Selected Dealer and its employees will, upon request, be available during normal business hours to consult with the applicable Feeder Fund or its designees concerning the performance of its responsibilities. The Selected Dealer will furnish CCIF 2018 2015 T or the additional Feeder Fund or its designees with such Xxxxx Financial, LLC 7 Selected Dealer Agreement information as CCIF 2018 2015 T or the additional Feeder Fund or its designees may reasonably request (including, without limitation, periodic certifications confirming the provision to clients of the services described herein) and will otherwise cooperate with the Feeder Fund fund and its designees (including, without limitation, any auditors designated by the fund), in connection with the preparation of reports to the Feed er Fundfund’s Board of Trustees concerning Schedule II and the monies paid or payable by the fund pursuant to this Agreementthereto, as well as any other reports or filings that may be required by law. Any such provision for the reallowance of a portion of the Dealer Manager Fee as a Marketing Fee and the reallowance of a portion or all of the Distribution and Shareholder Servicing Fees shall be referenced in an executed Acceptancea Schedule II to this Agreement. The Dealer Manager may, in its sole discretion, request a Feeder Fund in which Shares are then being offered to reimburse the Selected Dealer for reasonable accountable bona fide due diligence expenses, provided such expenses have actually been incurred, are supported by detailed and itemized invoices provided to the Feeder Fund and the Dealer Manager, and the Feeder Fund or the Dealer Manager had previously given its prior written approval of incurrence of such expenses.

Reallowance of Portion of Dealer Manager Fee and Distribution and Shareholder Servicing Fees. With respect to CCIF 2018 2016 T, and any other Feeder Fund, the Dealer Manager may, in its sole discretion, retain or reallow all or re-allow a portion of the Dealer Manager Fee received by it to Selected Dealer as a marketing support fee (the "“Marketing Fee"”) for the sale of the Shares of the Feeder Fund for which Selected Dealer has executed an Acceptance indicating its eligibility to receive a Marketing Feeaccepted and confirmed by the Feeder Fund set forth in Schedule II. Eligibility to receive the Marketing Fee is conditioned upon the Selected Dealer’s compliance with one or more of the following conditions. Any determination regarding the Selected Dealer’s compliance with the listed conditions will be made by the Dealer Manager, in its sole discretion. (i) The Selected Dealer has marketing and support personnel (telemarketers, marketing director, etc.) who assist the Dealer Manager’s marketing team; (ii) The Selected Dealer has and uses marketing communications vehicle(s) to promote the Feeder Fundfund. Vehicles may include, but are not restricted to, newsletters, conference calls, internal mail, etc.; (iii) The Selected Dealer will respond to investors’ inquiries concerning monthly statements, valuations, distribution rates, tax, annual reports, reinvestment and redemption rights and procedures; (iv) The Selected Dealer will assist investors with reinvestments and repurchases; and/or (iiiv) The Selected Dealer will provide other services requested by investors from time to time and will maintain the resources necessary to adequately service investors. Additionally, the Dealer Manager, in its sole discretion, may reallow re-allow a distribution and shareholder servicing fee (the “Distribution and Shareholder Servicing Fee”) from any Feeder Fund in which a Distribution and Shareholder Servicing Fee is permitted in the “The Offering/Plan of Distribution” section of the Feeder Fund’s Prospectus. Beginning the first calendar quarter after the close of a Feeder Fund’s primary offering, the Distribution and Shareholder Servicing Fee will be calculated quarterly in an amount as set forth in such Feeder Fund’s ProspectusProspectus of the net purchase price per Share or, once reported, the amount of the estimated NAV per share for the Shares. The Distribution and Shareholder Servicing Fee will accrue daily and be paid quarterly in arrears by the Feeder Fund out of that fund’s assets as described in its Prospectus. Notwithstanding, upon the date, if any, the Dealer Manager is notified that the Selected Dealer who sold the Shares giving rise to the Distribution and Shareholder Servicing Fee is no longer the broker-dealer of record Xxxxx Financial, LLC 6 Selected Dealer Agreement with respect to such Shares, then such Selected Dealer’s entitlement to the Distribution and Shareholder Servicing Fee related to such Shares shall cease, and such Selected Dealer shall not receive the reallowance of the Distribution and Shareholder Servicing Fee for any portion of the quarter in which such Selected Dealer is not the broker-dealer of record on the last day of the quarter. Thereafter, such Distribution and Shareholder Servicing Fee may be reallowed by the Dealer Manager to the then-current broker-dealer of record of the Shares, if any, if such broker-dealer of record has been designated and has entered into a Selected Dealer Agreement with the Dealer Manager that provides for such reallowance in connection with such Feeder Fund. All determinations regarding the reallowance of the Distribution and Shareholder Servicing Fee will be made by the Dealer Manager in good faith in its sole discretion. The Selected Dealer agrees to promptly notify the Dealer Manager upon becoming aware that it is no longer the broker-dealer of record to any or all of the Shares sold by the Selected Dealer. Payment of the Distribution and Shareholder Servicing Fee with respect to the Shares sold in a Feeder Fund’s primary offering will terminate on the earlier of: (i) the date at which, in the aggregate, underwriting compensation from all sources, including the Distribution and Shareholder Servicing Fee and any organization and offering fee paid for underwriting and underwriting compensation paid in the offering, equals 10% of the gross proceeds from the primary offering (i.e., the gross proceeds from the offering excluding proceeds from sales of Shares pursuant to a DRIP), calculated as of the same date that the Feeder Fund calculates the aggregate Distribution and Shareholder Servicing Fee; and (ii) the date at which a liquidity event occurs as described in the Prospectus of the Feeder Fund. The Dealer Manager shall be responsible for tracking compliance with FINRA’s 10% underwriting compensation limit and reporting such information to the Feeder Funds. In connection with the Selected Dealer’s receipt of the Distribution and Shareholder Servicing Fee, the Selected Dealer agrees to provide the following support services to clients who may from time to time beneficially own Shares for which the Selected Dealer is receiving the Distribution and Shareholder Servicing Fee: (i) assisting in establishing and maintaining accounts and records relating to clients; (ii) processing repurchase, dividend, and distribution payments from the Feeder Fund on behalf of clients; (iii) in connection with client subscriptions for initial and subsequent investments in the Feeder Fund, arranging for bank wires following notification to the Feeder Fund; (iv) responding to client inquiries relating to the services performed by the Selected Dealer; (v) responding to routine inquiries from clients concerning their investments in Shares; (vi) assisting clients in changing account designations and addresses; (vii) assisting clients in such clients’ processing of repurchase requests; and (viii) providing such other similar services as the Feeder Fund may reasonably request to the extent the Selected Dealer is permitted to do so under applicable statutes, rules and regulations. By Selected Dealer’s execution written acceptance of an Acceptance with respect to any Feeder FundSchedule II, the Selected Dealer agrees to and does release, indemnify and hold each such Feeder Fund harmless from and against any and all direct or indirect liabilities or losses resulting from requests, directions, actions or inactions of or by the Selected Dealer or its officers, employees or agents regarding Selected Dealer’s responsibilities hereunder or the purchase, redemption, transfer or registration of Shares for which the Selected Dealer is receiving the Distribution and Shareholder Servicing Fee (or orders relating to the same) by or on behalf of clients, except such requests, directions, actions or inactions in reliance upon or related to the printed materials supplied by the Feeder Fund. The Selected Dealer and its employees will, upon request, be available during normal business hours to consult with the applicable Feeder Fund or its designees concerning the performance of its responsibilities. The Selected Dealer will furnish CCIF 2018 2016 T or the additional Feeder Fund or its designees with such Xxxxx Financial, LLC 7 Selected Dealer Agreement information as CCIF 2018 2016 T or the additional Feeder Fund or its designees may reasonably request (including, without limitation, periodic certifications confirming the provision to clients of the services described herein) and will otherwise cooperate with the Feeder Fund fund and its designees (including, without limitation, any auditors designated by the fund), in connection with the preparation of reports to the Feed er Fundfund’s Board of Trustees concerning Schedule II and the monies paid or payable by the fund pursuant to this Agreementthereto, as well as any other reports or filings that may be required by law. Any such provision for the reallowance of a portion of the Dealer Manager Fee as a Marketing Fee and the reallowance of a portion or all of the Distribution and Shareholder Servicing Fees shall be referenced in an executed Acceptancea Schedule II to this Agreement. The Dealer Manager may, in its sole discretion, request a Feeder Fund in which Shares are then being offered to reimburse the Selected Dealer for reasonable accountable bona fide due diligence expenses, provided such expenses have actually been incurred, are supported by detailed and itemized invoices provided to the Feeder Fund and the Dealer Manager, and the Feeder Fund or the Dealer Manager had previously given its prior written approval of incurrence of such expenses.

Reallowance of Portion of Dealer Manager Fee and Distribution and Shareholder Servicing Fees. With respect to CCIF 2018 2016 T, and any other Feeder Fund, the Dealer Manager may, in its sole discretion, retain or reallow all or re-allow a portion of the Dealer Manager Fee received by it to Selected Dealer as a marketing support fee (the "Marketing Fee") for the sale of the Shares of the Feeder Fund for which Selected Dealer has executed an Acceptance indicating its eligibility to receive a Marketing Feeaccepted and confirmed by the Feeder Fund set forth in Schedule II. Eligibility to receive the Marketing Fee is conditioned upon the Selected Dealer’s compliance with one or more of the following conditions. Any determination regarding the Selected Dealer’s compliance with the listed conditions will be made by the Dealer Manager, in its sole discretion. (i) The Selected Dealer has marketing and support personnel (telemarketers, marketing director, etc.) who assist the Dealer Manager’s marketing team; (ii) The Selected Dealer has and uses marketing communications vehicle(s) to promote the Feeder Fundfund. Vehicles may include, but are not restricted to, newsletters, conference calls, internal mail, etc.; (iii) The Selected Dealer will respond to investors’ inquiries concerning monthly statements, valuations, distribution rates, tax, annual reports, reinvestment and redemption rights and procedures; (iv) The Selected Dealer will assist investors with reinvestments and repurchases; and/or (iiiv) The Selected Dealer will provide other services requested by investors from time to time and will maintain the resources necessary to adequately service investors. Additionally, the Dealer Manager, in its sole discretion, may reallow re-allow a distribution and shareholder servicing fee (the “Distribution and Shareholder Servicing Fee”) from any Feeder Fund in which a Distribution and Shareholder Servicing Fee is permitted in the “The Offering/Plan of Distribution” section of the Feeder Fund’s Prospectus. Beginning the first calendar quarter after the close of a Feeder Fund’s primary offering, the Distribution and Shareholder Servicing Fee will be calculated quarterly in an amount as set forth in such Feeder Fund’s Prospectus. The Distribution and Shareholder Servicing Fee will accrue daily and be paid quarterly in arrears by the Feeder Fund out of that fund’s assets as described in its Prospectus. Notwithstanding, upon the date, if any, the Dealer Manager is notified that the Selected Dealer who sold the Shares giving rise to the Distribution and Shareholder Servicing Fee is no longer the broker-dealer of record Xxxxx Financial, LLC 6 Selected Dealer Agreement with respect to such Shares, then such Selected Dealer’s entitlement to the Distribution and Shareholder Servicing Fee related to such Shares shall cease, and such Selected Dealer shall not receive the reallowance of the Distribution and Shareholder Servicing Fee for any portion of the quarter in which such Selected Dealer is not the broker-dealer of record on the last day of the quarter. Thereafter, such Distribution and Shareholder Servicing Fee may be reallowed by the Dealer Manager to the then-current broker-dealer of record of the Shares, if any, if such broker-dealer of record has been designated and has entered into a Selected Dealer Agreement with the Dealer Manager that provides for such reallowance in connection with such Feeder Fund. All determinations regarding the reallowance of the Distribution and Shareholder Servicing Fee will be made by the Dealer Manager in good faith in its sole discretion. The Selected Dealer agrees to promptly notify the Dealer Manager upon becoming aware that it is no longer the broker-dealer of record to any or all of the Shares sold by the Selected Dealer. Payment of the Distribution and Shareholder Servicing Fee with respect to the Shares sold in a Feeder Fund’s primary offering will terminate on the earlier of: (i) the date at which, in the aggregate, underwriting compensation from all sources, including the Distribution and Shareholder Servicing Fee and any organization and offering fee paid for underwriting and underwriting compensation paid in the offering, equals 10% of the gross proceeds from the primary offering (i.e., the gross proceeds from the offering excluding proceeds from sales of Shares pursuant to a DRIP), calculated as of the same date that the Feeder Fund calculates the aggregate Distribution and Shareholder Servicing Fee; and (ii) the date at which a liquidity event occurs as described in the Prospectus of the Feeder Fund. The Dealer Manager shall be responsible for tracking compliance with FINRA’s 10% underwriting compensation limit and reporting such information to the Feeder Funds. In connection with the Selected Dealer’s receipt of the Distribution and Shareholder Servicing Fee, the Selected Dealer agrees to provide the following support services to clients who may from time to time beneficially own Shares for which the Selected Dealer is receiving the Distribution and Shareholder Servicing Fee: (i) assisting in establishing and maintaining accounts and records relating to clients; (ii) processing repurchase, dividend, and distribution payments from the Feeder Fund on behalf of clients; (iii) in connection with client subscriptions for initial and subsequent investments in the Feeder Fund, arranging for bank wires following notification to the Feeder Fund; (iv) responding to client inquiries relating to the services performed by the Selected Dealer; (v) responding to routine inquiries from clients concerning their investments in Shares; (vi) assisting clients in changing account designations and addresses; (vii) assisting clients in such clients’ processing of repurchase requests; and (viii) providing such other similar services as the Feeder Fund may reasonably request to the extent the Selected Dealer is permitted to do so under applicable statutes, rules and regulations. By Selected Dealer’s execution written acceptance of an Acceptance with respect to any Feeder FundSchedule II, the Selected Dealer agrees to and does release, indemnify and hold each such Feeder Fund harmless from and against any and all direct or indirect liabilities or losses resulting from requests, directions, actions or inactions of or by the Selected Dealer or its officers, employees or agents regarding Selected Dealer’s responsibilities hereunder or the purchase, redemption, transfer or registration of Shares for which the Selected Dealer is receiving the Distribution and Shareholder Servicing Fee (or orders relating to the same) by or on behalf of clients, except such requests, directions, actions or inactions in reliance upon or related to the printed materials supplied by the Feeder Fund. The Selected Dealer and its employees will, upon request, be available during normal business hours to consult with the applicable Feeder Fund or its designees concerning the performance of its responsibilities. The Selected Dealer will furnish CCIF 2018 2016 T or the additional Feeder Fund or its designees with such Xxxxx Financial, LLC 7 Selected Dealer Agreement information as CCIF 2018 2016 T or the additional Feeder Fund or its designees may reasonably request (including, without limitation, periodic certifications confirming the provision to clients of the services described herein) and will otherwise cooperate with the Feeder Fund fund and its designees (including, without limitation, any auditors designated by the fund), in connection with the preparation of reports to the Feed er Fundfund’s Board of Trustees concerning Schedule II and the monies paid or payable by the fund pursuant to this Agreementthereto, as well as any other reports or filings that may be required by law. Any such provision for the reallowance of a portion of the Dealer Manager Fee as a Marketing Fee and the reallowance of a portion or all of the Distribution and Shareholder Servicing Fees shall be referenced in an executed Acceptancea Schedule II to this Agreement. The Dealer Manager may, in its sole discretion, request a Feeder Fund in which Shares are then being offered to reimburse the Selected Dealer for reasonable accountable bona fide due diligence expenses, provided such expenses have actually been incurred, are supported by detailed and itemized invoices provided to the Feeder Fund and the Dealer Manager, and the Feeder Fund or the Dealer Manager had previously given its prior written approval of incurrence of such expenses.