Common use of Share Sales Clause in Contracts

Share Sales. In addition to its Wholesaling services, ARI will also directly sell the Shares in the Offering on a best efforts basis and without any commitment to purchase any Shares, on the terms as described in the Registration Statement. ARI will comply with the following when selling the Shares: a. ARI will solicit, as an independent contractor and not as an agent of the Fund or its affiliates, persons acceptable to the Fund to purchase the Shares pursuant to the Subscription Agreement (the “Subscription Agreement”) in the form filed with the Registration Statement and in accordance with the terms of the Prospectus, and to diligently make inquiries as required by this Agreement, the Prospectus, or the Securities Laws applicable to the prospective purchasers’ jurisdictions of residence in order to ascertain whether a purchase of the securities is suitable for the purchaser. In accordance with the instructions set forth in the Subscription Agreement, all funds received by ARI with respect to any Subscription Agreement shall be transmitted to the Fund by noon of the next business day following receipt thereof. ARI shall at all times handle subscription funds in accordance with Rule 15c2-4 promulgated by the Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”). No Subscription Agreement will be effective unless and until accepted by the Fund, it being understood that the Fund may accept or reject any purchaser in its sole and absolute discretion and that the Fund may terminate the Offering at any time for any reason. b. Before participating in the Offering, ARI will have reasonable grounds to believe, based on its independent review of information made available to it by the Fund through the Prospectus, that all material facts are adequately and accurately disclosed in the Prospectus and provide a basis for evaluating the Fund and the Shares. c. ARI agrees not to execute any sale of the Shares into a discretionary account without prior written approval of the transaction by the purchaser. d. ARI will retain in its records and make available to the Fund, for a period of at least six (6) years following the last day of the Offering, information establishing that each person who purchases the Shares pursuant to a Subscription Agreement solicited by ARI is within the permitted class of purchasers under the requirements of the jurisdiction in which such purchaser is a resident and the suitability requirements contained in the Prospectus and the Subscription Agreement. e. All subscriptions solicited by ARI will be strictly subject to acceptance thereof by the Fund. The Fund reserves the right in its sole and absolute discretion to reject any such subscription and to accept or reject subscriptions in any order received as determined by the Fund. Neither ARI nor any other person is authorized to give any information or make any representation other than those contained in the Prospectus or in any supplemental sales literature furnished by the Fund for use in making solicitations in connection with the offer and sale of the Shares. f. The Fund will provide ARI with such number of copies of the Prospectus and such number of copies of amendments and supplements thereto as ARI may reasonably request. The Fund may provide ARI with certain supplemental sales material to be used by it in connection with the solicitation of purchases of the Shares. If ARI elects to use such supplemental sales material, ARI agrees that such material shall not be used in connection with the solicitation or purchase of the Shares unless accompanied or preceded by a then-current Prospectus. g. No commissions will be payable with respect to any subscriptions for Shares that are rejected by the Fund, or in the event the Offering is terminated for any reason whatsoever. h. No commissions will be payable to ARI with respect to any sale of the Shares by ARI unless and until such time as the Fund has received the total proceeds of any such sale. i. No commissions will be payable to ARI respecting any Shares purchased through the Fund’s dividend reinvestment plan. j. ARI will instruct all purchasers to make their checks payable to the Fund. k. In recommending to a purchaser the purchase of the Shares, ARI will have reasonable grounds to believe, on the basis of information obtained from the purchaser concerning the purchaser’s investment objectives, other investments, financial situation, and needs, and any other information known by ARI, that: (A) the purchaser meets the purchaser suitability requirements set forth in the Prospectus; (B) the purchaser is or will be in a financial position appropriate to enable the purchaser to realize to a significant extent the benefits described in the Prospectus; (C) the purchaser has a fair market net worth sufficient to sustain the risks inherent in the investment, including loss of investment and lack of liquidity; and (D) the investment is otherwise suitable for the purchaser. Futhermore, ARI will ensure that each purchaser of Shares meets the suitability requirements and maintain records as required in the Fund’s First Amended and Restated Articles of Incorporation (the “Charter”), and will not complete sales of Shares until five days after each purchaser has received a Prospectus, as required in the Charter.

Share Sales. In addition to its Wholesaling services, ARI Arete will also directly sell the Shares in the Offering on a best efforts basis and without any commitment to purchase any Shares, on the terms as described in the Registration Statement. ARI Arete will comply with the following when selling the Shares: a. ARI Arete will solicit, as an independent contractor and not as an agent of the Fund or its affiliates, persons acceptable to the Fund to purchase the Shares pursuant to the Subscription Agreement (the “Subscription Agreement”) in the form filed with the Registration Statement and in accordance with the terms of the Prospectus, and to diligently make inquiries as required by this Agreement, the Prospectus, or the Securities Laws applicable to the prospective purchasers’ jurisdictions of residence in order to ascertain whether a purchase of the securities is suitable for the purchaser. In accordance with the instructions set forth in the Subscription Agreement, all funds received by ARI Arete with respect to any Subscription Agreement shall be transmitted to the Fund by noon of the next business day following receipt thereof. ARI Arete shall at all times handle subscription funds in accordance with Rule 15c2-4 promulgated by the Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”). No Subscription Agreement will be effective unless and until accepted by the Fund, it being understood that the Fund may accept or reject any purchaser in its sole and absolute discretion and that the Fund may terminate the Offering at any time for any reason. b. Before participating in the Offering, ARI Arete will have reasonable grounds to believe, based on its independent review of information made available to it by the Fund through the Prospectus, that all material facts are adequately and accurately disclosed in the Prospectus and provide a basis for evaluating the Fund and the Shares. c. ARI Arete agrees not to execute any sale of the Shares into a discretionary account without prior written approval of the transaction by the purchaser. d. ARI Arete will retain in its records and make available to the Fund, for a period of at least six (6) years following the last day of the Offering, information establishing that each person who purchases the Shares pursuant to a Subscription Agreement solicited by ARI Arete is within the permitted class of purchasers under the requirements of the jurisdiction in which such purchaser is a resident and the suitability requirements contained in the Prospectus and the Subscription Agreement. e. All subscriptions solicited by ARI Arete will be strictly subject to acceptance thereof by the Fund. The Fund reserves the right in its sole and absolute discretion to reject any such subscription and to accept or reject subscriptions in any order received as determined by the Fund. Neither ARI Arete nor any other person is authorized to give any information or make any representation other than those contained in the Prospectus or in any supplemental sales literature furnished by the Fund for use in making solicitations in connection with the offer and sale of the Shares. f. The Fund will provide ARI Arete with such number of copies of the Prospectus and such number of copies of amendments and supplements thereto as ARI Arete may reasonably request. The Fund may provide ARI Arete with certain supplemental sales material to be used by it in connection with the solicitation of purchases of the Shares. If ARI Arete elects to use such supplemental sales material, ARI Arete agrees that such material shall not be used in connection with the solicitation or purchase of the Shares unless accompanied or preceded by a then-current Prospectus. g. No commissions will be payable with respect to any subscriptions for Shares that are rejected by the Fund, or in the event the Offering is terminated for any reason whatsoever. h. No commissions will be payable to ARI Arete with respect to any sale of the Shares by ARI Arete unless and until such time as the Fund has received the total proceeds of any such sale. i. No commissions will be payable to ARI Arete respecting any Shares purchased through the Fund’s dividend reinvestment plan. j. ARI Arete will instruct all purchasers to make their checks payable to the Fund. k. In recommending to a purchaser the purchase of the Shares, ARI Arete will have reasonable grounds to believe, on the basis of information obtained from the purchaser concerning the purchaser’s investment objectives, other investments, financial situation, and needs, and any other information known by ARIArete, that: (A) the purchaser meets the purchaser suitability requirements set forth in the Prospectus; (B) the purchaser is or will be in a financial position appropriate to enable the purchaser to realize to a significant extent the benefits described in the Prospectus; (C) the purchaser has a fair market net worth sufficient to sustain the risks inherent in the investment, including loss of investment and lack of liquidity; and (D) the investment is otherwise suitable for the purchaser. FuthermoreFurthermore, ARI Arete will ensure that each purchaser of Shares meets the suitability requirements and maintain records as required in the Fund’s First Amended and Restated Articles of Incorporation (the “Charter”), and will not complete sales of Shares until five days after each purchaser has received a Prospectus, as required in the Charter.

Share Sales. In addition to its Wholesaling services, ARI Arete will also directly sell the Shares in the Offering on a best efforts basis and without any commitment to purchase any Shares, on the terms as described in the Registration Statement. ARI Arete will comply with the following when selling the Shares: a. ARI Arete will solicit, as an independent contractor and not as an agent of the Fund or its affiliates, persons acceptable to the Fund to purchase the Shares pursuant to the Subscription Agreement (the “Subscription Agreement”) in the form filed with the Registration Statement and in accordance with the terms of the ProspectusOffering Circular, and to diligently make inquiries as required by this Agreement, the ProspectusOffering Circular, or the Securities Laws applicable to the prospective purchasers’ jurisdictions of residence in order to ascertain whether a purchase of the securities is suitable for the purchaser. In accordance with the instructions set forth in the Subscription Agreement, all funds received by ARI Arete with respect to any Subscription Agreement shall be transmitted to the Fund by noon of the next business day following receipt thereof. ARI Arete shall at all times handle subscription funds in accordance with Rule 15c2-4 promulgated by the Securities and Exchange Commission (“SEC”) SEC pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”). No Subscription Agreement will be effective unless and until accepted by the Fund, it being understood that the Fund may accept or reject any purchaser in its sole and absolute discretion and that the Fund may terminate the Offering at any time for any reason. b. Before participating in the Offering, ARI Arete will have reasonable grounds to believe, based on its independent review of information made available to it by the Fund through the ProspectusOffering Circular, that all material facts are adequately and accurately disclosed in the Prospectus Offering Circular and provide a basis for evaluating the Fund and the Shares. c. ARI Arete agrees not to execute any sale of the Shares into a discretionary account without prior written approval of the transaction by the purchaser. d. ARI Arete will retain in its records and make available to the Fund, for a period of at least six (6) years following the last day of the Offering, information establishing that each person who purchases the Shares pursuant to a Subscription Agreement solicited by ARI Arete is within the permitted class of purchasers under the requirements of the jurisdiction in which such purchaser is a resident and the suitability requirements contained in the Prospectus Offering Circular and the Subscription Agreement. e. All subscriptions solicited by ARI Arete will be strictly subject to acceptance thereof by the Fund. The Fund reserves the right in its sole and absolute discretion to reject any such subscription and to accept or reject subscriptions in any order received as determined by the Fund. Neither ARI Arete nor any other person is authorized to give any information or make any representation other than those contained in the Prospectus Offering Circular or in any supplemental sales literature furnished by the Fund for use in making solicitations in connection with the offer and sale of the Shares. f. The Fund will provide ARI Arete with such number of copies of the Prospectus Offering Circular and such number of copies of amendments and supplements thereto as ARI Arete may reasonably request. The Fund may provide ARI Arete with certain supplemental sales material to be used by it in connection with the solicitation of purchases of the Shares. If ARI Arete elects to use such supplemental sales material, ARI Arete agrees that such material shall not be used in connection with the solicitation or purchase of the Shares unless accompanied or preceded by a then-current ProspectusOffering Circular. g. No commissions will be payable with respect to any subscriptions for Shares that are rejected by the Fund, or in the event the Offering is terminated for any reason whatsoever. h. No commissions will be payable to ARI Arete with respect to any sale of the Shares by ARI Arete unless and until such time as the Fund has received the total proceeds of any such sale. i. No commissions will be payable to ARI Arete respecting any Shares purchased through the Fund’s dividend reinvestment plan. j. ARI Arete will instruct all purchasers to make their checks payable to the Fund. k. In recommending to a purchaser the purchase of the Shares, ARI Arete will have reasonable grounds to believe, on the basis of information obtained from the purchaser concerning the purchaser’s investment objectives, other investments, financial situation, and needs, and any other information known by ARIArete, that: (A) the purchaser meets the purchaser suitability requirements set forth in the ProspectusOffering Circular; (B) the purchaser is or will be in a financial position appropriate to enable the purchaser to realize to a significant extent the benefits described in the ProspectusOffering Circular; (C) the purchaser has a fair market net worth sufficient to sustain the risks inherent in the investment, including loss of investment and lack of liquidity; and (D) the investment is otherwise suitable for the purchaser. FuthermoreFurthermore, ARI Arete will ensure that each purchaser of Shares meets the suitability requirements and maintain records as required in the Fund’s First Amended and Restated Articles of Incorporation (the “Charter”), and will not complete sales of Shares until five days after each purchaser has received a ProspectusOffering Circular, as required in the Charter. l. Arete agrees it will inform the prospective purchaser of all pertinent facts relating to the liquidity and marketability of the Shares, as appropriate, during the term of the investment, prior to the purchaser executing the Subscription Agreement. m. In soliciting persons to acquire the Shares, Arete agrees to comply with any applicable requirements of the 1933 Act, the 1934 Act, applicable Securities Laws, the published rules and regulations thereunder, rules of the Financial Industry Regulatory Authority (“FINRA”), and, in particular, Arete agrees that it will not give any information or make any representations other than those contained in the Offering Circular and in any supplemental sales literature furnished to Arete by the Fund for use in making such solicitations, nor will it offer or sell Shares in one state that are registered in a different state.

Share Sales. In addition to its Wholesaling services, ARI Arete will also directly sell the Shares in the Offering on a best efforts basis and without any commitment to purchase any Shares, on the terms as described in the Registration Statement. ARI Arete will comply with the following when selling the Shares: a. ARI Arete will solicit, as an independent contractor and not as an agent of the Fund or its affiliates, persons acceptable to the Fund to purchase the Shares pursuant to the Subscription Agreement (the “"Subscription Agreement”") in the form filed with the Registration Statement and in accordance with the terms of the Prospectus, and to diligently make inquiries as required by this Agreement, the Prospectus, or the Securities Laws applicable to the prospective purchasers’ ' jurisdictions of residence in order to ascertain whether a purchase of the securities is suitable for the purchaser. In accordance with the instructions set forth in the Subscription Agreement, all funds received by ARI Arete with respect to any Subscription Agreement shall be transmitted to the Fund by noon of the next business day following receipt thereof. ARI Arete shall at all times handle subscription funds in accordance with Rule 15c2-4 promulgated by the Securities and Exchange Commission (“SEC”) SEC pursuant to the Securities Exchange Act of 1934, as amended (the “"1934 Act”"). No Subscription Agreement will be effective unless and until accepted by the Fund, it being understood that the Fund may accept or reject any purchaser in its sole and absolute discretion and that the Fund may terminate the Offering at any time for any reason. b. Before participating in the Offering, ARI Arete will have reasonable grounds to believe, based on its independent review of information made available to it by the Fund through the Prospectus, that all material facts are adequately and accurately disclosed in the Prospectus and provide a basis for evaluating the Fund and the Shares. c. ARI Arete agrees not to execute any sale of the Shares into a discretionary account without prior written approval of the transaction by the purchaser. d. ARI Arete will retain in its records and make available to the Fund, for a period of at least six (6) years following the last day of the Offering, information establishing that each person who purchases the Shares pursuant to a Subscription Agreement solicited by ARI Arete is within the permitted class of purchasers under the requirements of the jurisdiction in which such purchaser is a resident and the suitability requirements contained in the Prospectus and the Subscription Agreement. e. All subscriptions solicited by ARI Arete will be strictly subject to acceptance thereof by the Fund. The Fund reserves the right in its sole and absolute discretion to reject any such subscription and to accept or reject subscriptions in any order received as determined by the Fund. Neither ARI Arete nor any other person is authorized to give any information or make any representation other than those contained in the Prospectus or in any supplemental sales literature furnished by the Fund for use in making solicitations in connection with the offer and sale of the Shares. f. The Fund will provide ARI Arete with such number of copies of the Prospectus and such number of copies of amendments and supplements thereto as ARI Arete may reasonably request. The Fund may provide ARI Arete with certain supplemental sales material to be used by it in connection with the solicitation of purchases of the Shares. If ARI Arete elects to use such supplemental sales material, ARI Arete agrees that such material shall not be used in connection with the solicitation or purchase of the Shares unless accompanied or preceded by a then-current Prospectus. g. No commissions will be payable with respect to any subscriptions for Shares that are rejected by the Fund, or in the event the Offering is terminated for any reason whatsoever. h. No commissions will be payable to ARI Arete with respect to any sale of the Shares by ARI Arete unless and until such time as the Fund has received the total proceeds of any such sale. i. No commissions will be payable to ARI Arete respecting any Shares purchased through the Fund’s 's dividend reinvestment plan. j. ARI Arete will instruct all purchasers to make their checks payable to the Fund. k. In recommending to a purchaser the purchase of the Shares, ARI Arete will have reasonable grounds to believe, on the basis of information obtained from the purchaser concerning the purchaser’s 's investment objectives, other investments, financial situation, and needs, and any other information known by ARIArete, that: (A) the purchaser meets the purchaser suitability requirements set forth in the Prospectus; (B) the purchaser is or will be in a financial position appropriate to enable the purchaser to realize to a significant extent the benefits described in the Prospectus; (C) the purchaser has a fair market net worth sufficient to sustain the risks inherent in the investment, including loss of investment and lack of liquidity; and (D) the investment is otherwise suitable for the purchaser. FuthermoreFurthermore, ARI Arete will ensure that each purchaser of Shares meets the suitability requirements and maintain records as required in the Fund’s 's First Amended and Restated Articles of Incorporation (the “"Charter”"), and will not complete sales of Shares until five days after each purchaser has received a Prospectus, as required in the Charter. l. Arete agrees it will inform the prospective purchaser of all pertinent facts relating to the liquidity and marketability of the Shares, as appropriate, during the term of the investment, prior to the purchaser executing the Subscription Agreement. m. In soliciting persons to acquire the Shares, Arete agrees to comply with any applicable requirements of the 1933 Act, the 1934 Act, applicable Securities Laws, the published rules and regulations thereunder, rules of the Financial Industry Regulatory Authority ("FINRA"), and, in particular, Arete agrees that it will not give any information or make any representations other than those contained in the Prospectus and in any supplemental sales literature furnished to Arete by the Fund for use in making such solicitations, nor will it offer or sell Shares in one state that are registered in a different state.

Share Sales. In addition to its Wholesaling services, ARI Arete will also directly sell the Shares in the Offering on a best efforts basis and without any commitment to purchase any Shares, on the terms as described in the Registration Statement. ARI Arete will comply with the following when selling the Shares: a. ARI Arete will solicit, as an independent contractor and not as an agent of the Fund or its affiliates, persons acceptable to the Fund to purchase the Shares pursuant to the Subscription Agreement (the “"Subscription Agreement”") in the form filed with the Registration Statement and in accordance with the terms of the Prospectus, and to diligently make inquiries as required by this Agreement, the Prospectus, or the Securities Laws applicable to the prospective purchasers’ ' jurisdictions of residence in order to ascertain whether a purchase of the securities is suitable for the purchaser. In accordance with the instructions set forth in the Subscription Agreement, all funds received by ARI Arete with respect to any Subscription Agreement shall be transmitted to the Fund by noon of the next business day following receipt thereof. ARI Arete shall at all times handle subscription funds in accordance with Rule 15c2-4 promulgated by the Securities and Exchange Commission (“SEC”) SEC pursuant to the Securities Exchange Act of 1934, as amended (the “"1934 Act”"). No Subscription Agreement will be effective unless and until accepted by the Fund, it being understood that the Fund may accept or reject any purchaser in its sole and absolute discretion and that the Fund may terminate the Offering at any time for any reason. b. Before participating in the Offering, ARI Arete will have reasonable grounds to believe, based on its independent review of information made available to it by the Fund through the Prospectus, that all material facts are adequately and accurately disclosed in the Prospectus and provide a basis for evaluating the Fund and the Shares. c. ARI Axxxx agrees not to execute any sale of the Shares into a discretionary account without prior written approval of the transaction by the purchaser. d. ARI Arete will retain in its records and make available to the Fund, for a period of at least six (6) years following the last day of the Offering, information establishing that each person who purchases the Shares pursuant to a Subscription Agreement solicited by ARI Arete is within the permitted class of purchasers under the requirements of the jurisdiction in which such purchaser is a resident and the suitability requirements contained in the Prospectus and the Subscription Agreement. e. All subscriptions solicited by ARI Axxxx will be strictly subject to acceptance thereof by the Fund. The Fund reserves the right in its sole and absolute discretion to reject any such subscription and to accept or reject subscriptions in any order received as determined by the Fund. Neither ARI Arete nor any other person is authorized to give any information or make any representation other than those contained in the Prospectus or in any supplemental sales literature furnished by the Fund for use in making solicitations in connection with the offer and sale of the Shares. f. The Fund will provide ARI Arete with such number of copies of the Prospectus and such number of copies of amendments and supplements thereto as ARI Arete may reasonably request. The Fund may provide ARI Arete with certain supplemental sales material to be used by it in connection with the solicitation of purchases of the Shares. If ARI Arete elects to use such supplemental sales material, ARI Axxxx agrees that such material shall not be used in connection with the solicitation or purchase of the Shares unless accompanied or preceded by a then-current Prospectus. g. No commissions will be payable with respect to any subscriptions for Shares that are rejected by the Fund, or in the event the Offering is terminated for any reason whatsoever. h. No commissions will be payable to ARI Arete with respect to any sale of the Shares by ARI Arete unless and until such time as the Fund has received the total proceeds of any such sale. i. No commissions will be payable to ARI Arete respecting any Shares purchased through the Fund’s 's dividend reinvestment plan. j. ARI Arete will instruct all purchasers to make their checks payable to the Fund. k. In recommending to a purchaser the purchase of the Shares, ARI Arete will have reasonable grounds to believe, on the basis of information obtained from the purchaser concerning the purchaser’s 's investment objectives, other investments, financial situation, and needs, and any other information known by ARIAxxxx, that: (A) the purchaser meets the purchaser suitability requirements set forth in the Prospectus; (B) the purchaser is or will be in a financial position appropriate to enable the purchaser to realize to a significant extent the benefits described in the Prospectus; (C) the purchaser has a fair market net worth sufficient to sustain the risks inherent in the investment, including loss of investment and lack of liquidity; and (D) the investment is otherwise suitable for the purchaser. FuthermoreFurthermore, ARI Arete will ensure that each purchaser of Shares meets the suitability requirements and maintain records as required in the Fund’s 's First Amended and Restated Articles of Incorporation (the “"Charter”"), and will not complete sales of Shares until five days after each purchaser has received a Prospectus, as required in the Charter. l. Arete agrees it will inform the prospective purchaser of all pertinent facts relating to the liquidity and marketability of the Shares, as appropriate, during the term of the investment, prior to the purchaser executing the Subscription Agreement. m. In soliciting persons to acquire the Shares, Axxxx agrees to comply with any applicable requirements of the 1933 Act, the 1934 Act, applicable Securities Laws, the published rules and regulations thereunder, rules of the Financial Industry Regulatory Authority ("FINRA"), and, in particular, Arete agrees that it will not give any information or make any representations other than those contained in the Prospectus and in any supplemental sales literature furnished to Arete by the Fund for use in making such solicitations, nor will it offer or sell Shares in one state that are registered in a different state.

Share Sales. In addition to its Wholesaling services, ARI Arete will also directly sell the Shares in the Offering on a best efforts basis and without any commitment to purchase any Shares, on the terms as described in the Registration Statement. ARI Arete will comply with the following when selling the Shares: a. ARI Arete will solicit, as an independent contractor and not as an agent of the Fund or its affiliates, persons acceptable to the Fund to purchase the Shares pursuant to the Subscription Agreement (the “Subscription Agreement”) in the form filed with the Registration Statement and in accordance with the terms of the Prospectus, and to diligently make inquiries as required by this Agreement, the Prospectus, or the Securities Laws applicable to the prospective purchasers’ jurisdictions of residence in order to ascertain whether a purchase of the securities is suitable for the purchaser. In accordance with the instructions set forth in the Subscription Agreement, all funds received by ARI Arete with respect to any Subscription Agreement shall be transmitted to the Fund by noon of the next business day following receipt thereof. ARI Arete shall at all times handle subscription funds in accordance with Rule 15c2-4 promulgated by the Securities and Exchange Commission (“SEC”) SEC pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”). No Subscription Agreement will be effective unless and until accepted by the Fund, it being understood that the Fund may accept or reject any purchaser in its sole and absolute discretion and that the Fund may terminate the Offering at any time for any reason. b. Before participating in the Offering, ARI Arete will have reasonable grounds to believe, based on its independent review of information made available to it by the Fund through the Prospectus, that all material facts are adequately and accurately disclosed in the Prospectus and provide a basis for evaluating the Fund and the Shares. c. ARI Arete agrees not to execute any sale of the Shares into a discretionary account without prior written approval of the transaction by the purchaser. d. ARI Arete will retain in its records and make available to the Fund, for a period of at least six (6) years following the last day of the Offering, information establishing that each person who purchases the Shares pursuant to a Subscription Agreement solicited by ARI Arete is within the permitted class of purchasers under the requirements of the jurisdiction in which such purchaser is a resident and the suitability requirements contained in the Prospectus and the Subscription Agreement. e. All subscriptions solicited by ARI Arete will be strictly subject to acceptance thereof by the Fund. The Fund reserves the right in its sole and absolute discretion to reject any such subscription and to accept or reject subscriptions in any order received as determined by the Fund. Neither ARI Arete nor any other person is authorized to give any information or make any representation other than those contained in the Prospectus or in any supplemental sales literature furnished by the Fund for use in making solicitations in connection with the offer and sale of the Shares. f. The Fund will provide ARI Arete with such number of copies of the Prospectus and such number of copies of amendments and supplements thereto as ARI Arete may reasonably request. The Fund may provide ARI Arete with certain supplemental sales material to be used by it in connection with the solicitation of purchases of the Shares. If ARI Arete elects to use such supplemental sales material, ARI Arete agrees that such material shall not be used in connection with the solicitation or purchase of the Shares unless accompanied or preceded by a then-current Prospectus. g. No commissions will be payable with respect to any subscriptions for Shares that are rejected by the Fund, or in the event the Offering is terminated for any reason whatsoever. h. No commissions will be payable to ARI Arete with respect to any sale of the Shares by ARI Arete unless and until such time as the Fund has received the total proceeds of any such sale. i. No commissions will be payable to ARI Arete respecting any Shares purchased through the Fund’s dividend reinvestment plan. j. ARI Arete will instruct all purchasers to make their checks payable to the Fund. k. In recommending to a purchaser the purchase of the Shares, ARI Arete will have reasonable grounds to believe, on the basis of information obtained from the purchaser concerning the purchaser’s investment objectives, other investments, financial situation, and needs, and any other information known by ARIArete, that: (A) the purchaser meets the purchaser suitability requirements set forth in the Prospectus; (B) the purchaser is or will be in a financial position appropriate to enable the purchaser to realize to a significant extent the benefits described in the Prospectus; (C) the purchaser has a fair market net worth sufficient to sustain the risks inherent in the investment, including loss of investment and lack of liquidity; and (D) the investment is otherwise suitable for the purchaser. FuthermoreFurthermore, ARI Arete will ensure that each purchaser of Shares meets the suitability requirements and maintain records as required in the Fund’s First Amended and Restated Articles of Incorporation (the “Charter”), and will not complete sales of Shares until five days after each purchaser has received a Prospectus, as required in the Charter. l. Arete agrees it will inform the prospective purchaser of all pertinent facts relating to the liquidity and marketability of the Shares, as appropriate, during the term of the investment, prior to the purchaser executing the Subscription Agreement. m. In soliciting persons to acquire the Shares, Arete agrees to comply with any applicable requirements of the 1933 Act, the 1934 Act, applicable Securities Laws, the published rules and regulations thereunder, rules of the Financial Industry Regulatory Authority (“FINRA”), and, in particular, Arete agrees that it will not give any information or make any representations other than those contained in the Prospectus and in any supplemental sales literature furnished to Arete by the Fund for use in making such solicitations, nor will it offer or sell Shares in one state that are registered in a different state.

Share Sales. In addition to its Wholesaling services, ARI Arete will also directly sell the Shares in the Offering on a best efforts basis and without any commitment to purchase any Shares, on the terms as described in the Registration Statement. ARI Arete will comply with the following when selling the Shares: a. ARI Arete will solicit, as an independent contractor and not as an agent of the Fund or its affiliates, persons acceptable to the Fund to purchase the Shares pursuant to the Subscription Agreement (the “"Subscription Agreement”") in the form filed with the Registration Statement and in accordance with the terms of the Prospectus, and to diligently make inquiries as required by this Agreement, the Prospectus, or the Securities Laws applicable to the prospective purchasers’ ' jurisdictions of residence in order to ascertain whether a purchase of the securities is suitable for the purchaser. In accordance with the instructions set forth in the Subscription Agreement, all funds received by ARI Arete with respect to any Subscription Agreement shall be transmitted to the Fund by noon of the next business day following receipt thereof. ARI Arete shall at all times handle subscription funds in accordance with Rule 15c2-4 promulgated by the Securities and Exchange Commission (“SEC”) SEC pursuant to the Securities Exchange Act of 1934, as amended (the “"1934 Act”"). No Subscription Agreement will be effective unless and until accepted by the Fund, it being understood that the Fund may accept or reject any purchaser in its sole and absolute discretion and that the Fund may terminate the Offering at any time for any reason. b. Before participating in the Offering, ARI Arete will have reasonable grounds to believe, based on its independent review of information made available to it by the Fund through the Prospectus, that all material facts are adequately and accurately disclosed in the Prospectus and provide a basis for evaluating the Fund and the Shares. c. ARI Xxxxx agrees not to execute any sale of the Shares into a discretionary account without prior written approval of the transaction by the purchaser. d. ARI Arete will retain in its records and make available to the Fund, for a period of at least six (6) years following the last day of the Offering, information establishing that each person who purchases the Shares pursuant to a Subscription Agreement solicited by ARI Arete is within the permitted class of purchasers under the requirements of the jurisdiction in which such purchaser is a resident and the suitability requirements contained in the Prospectus and the Subscription Agreement. e. All subscriptions solicited by ARI Xxxxx will be strictly subject to acceptance thereof by the Fund. The Fund reserves the right in its sole and absolute discretion to reject any such subscription and to accept or reject subscriptions in any order received as determined by the Fund. Neither ARI Arete nor any other person is authorized to give any information or make any representation other than those contained in the Prospectus or in any supplemental sales literature furnished by the Fund for use in making solicitations in connection with the offer and sale of the Shares. f. The Fund will provide ARI Arete with such number of copies of the Prospectus and such number of copies of amendments and supplements thereto as ARI Arete may reasonably request. The Fund may provide ARI Arete with certain supplemental sales material to be used by it in connection with the solicitation of purchases of the Shares. If ARI Arete elects to use such supplemental sales material, ARI Xxxxx agrees that such material shall not be used in connection with the solicitation or purchase of the Shares unless accompanied or preceded by a then-current Prospectus. g. No commissions will be payable with respect to any subscriptions for Shares that are rejected by the Fund, or in the event the Offering is terminated for any reason whatsoever. h. No commissions will be payable to ARI Arete with respect to any sale of the Shares by ARI Arete unless and until such time as the Fund has received the total proceeds of any such sale. i. No commissions will be payable to ARI Arete respecting any Shares purchased through the Fund’s 's dividend reinvestment plan. j. ARI Arete will instruct all purchasers to make their checks payable to the Fund. k. In recommending to a purchaser the purchase of the Shares, ARI Arete will have reasonable grounds to believe, on the basis of information obtained from the purchaser concerning the purchaser’s 's investment objectives, other investments, financial situation, and needs, and any other information known by ARIXxxxx, that: (A) the purchaser meets the purchaser suitability requirements set forth in the Prospectus; (B) the purchaser is or will be in a financial position appropriate to enable the purchaser to realize to a significant extent the benefits described in the Prospectus; (C) the purchaser has a fair market net worth sufficient to sustain the risks inherent in the investment, including loss of investment and lack of liquidity; and (D) the investment is otherwise suitable for the purchaser. FuthermoreFurthermore, ARI Arete will ensure that each purchaser of Shares meets the suitability requirements and maintain records as required in the Fund’s 's First Amended and Restated Articles of Incorporation (the “"Charter”"), and will not complete sales of Shares until five days after each purchaser has received a Prospectus, as required in the Charter. l. Arete agrees it will inform the prospective purchaser of all pertinent facts relating to the liquidity and marketability of the Shares, as appropriate, during the term of the investment, prior to the purchaser executing the Subscription Agreement. m. In soliciting persons to acquire the Shares, Xxxxx agrees to comply with any applicable requirements of the 1933 Act, the 1934 Act, applicable Securities Laws, the published rules and regulations thereunder, rules of the Financial Industry Regulatory Authority ("FINRA"), and, in particular, Arete agrees that it will not give any information or make any representations other than those contained in the Prospectus and in any supplemental sales literature furnished to Arete by the Fund for use in making such solicitations, nor will it offer or sell Shares in one state that are registered in a different state.