Common use of Stockholder Servicing Fees Clause in Contracts

Stockholder Servicing Fees. Subject to any special circumstances or limitations described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 4, the Company will pay to the Dealer Manager a stockholder servicing fee with respect to Class T Shares, Class S Shares and Class D Shares as described in Schedule 2 to this Agreement. The Company will pay the stockholder servicing fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the stockholder servicing fee to the Participating Distribution Agents who sold the Shares giving rise to a portion of such stockholder servicing fee, in each case to the extent the Participating Distribution Agreement with such Participating Distribution Agent provides for such a reallowance and such Participating Distribution Agent is in compliance with the terms of such Participating Distribution Agreement related to such reallowance. Notwithstanding the foregoing, subject to the terms of the Prospectus, at such time as the Participating Distribution Agent who sold the Shares giving rise to a portion of the stockholder servicing fee is no longer the broker-dealer of record/custodian with respect to such Shares or no longer satisfies any or all of the conditions in the applicable Participating Distribution Agreement giving rise to a portion of the stockholder servicing fee, then such Participating Distribution Agent’s entitlement to the stockholder servicing fees related to such Shares shall cease and such Participating Distribution Agent shall not receive the stockholder servicing fee for any portion of the month in which such party is not eligible to receive the stockholder servicing fees on the last day of the month. Broker-dealer transfers will be made effective as of the start of the first business day of a month. Thereafter, such stockholder servicing fees may be reallowed to the then-current broker-dealer of record of the Shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Distribution Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Selected Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. All determinations will be made by the Dealer Manager in good faith in its sole discretion. The Dealer Manager may also reallow some or all of the stockholder servicing fees to other broker-dealers who provide services with respect to the Shares giving rise to a portion of the stockholder servicing fee (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement.

Stockholder Servicing Fees. Subject to any special circumstances or limitations described in or otherwise provided in the “Plan of Distribution” section of the Prospectus Memorandum or this Section 4, the Company will pay to the Dealer Manager a stockholder servicing fee with respect to Class T S Shares equal to 0.85% per annum of the aggregate NAV of outstanding Class S Shares, Class S Shares and with respect to Class D Shares as described in Schedule 2 equal to this Agreement0.25% per annum of the aggregate NAV of the outstanding Class D Shares. The Company will pay the stockholder servicing fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the stockholder servicing fee to the Participating Distribution Agents who sold the Shares giving rise to a portion of such stockholder servicing fee, in each case to the extent the Participating Distribution Agreement with such Participating Distribution Agent provides for such a reallowance and such Participating Distribution Agent is in compliance with the terms of such Participating Distribution Agreement related to such reallowance. Notwithstanding the foregoing, subject to the terms of the ProspectusMemorandum, at such time as the Participating Distribution Agent who sold the Shares giving rise to a portion of the stockholder servicing fee is no longer the broker-dealer of record/custodian with respect to such Shares or no longer satisfies any or all of the conditions in the applicable Participating Distribution Agreement giving rise to a portion of the stockholder servicing fee, then such Participating Distribution Agent’s entitlement to the stockholder servicing fees related to such Shares shall cease and such Participating Distribution Agent shall not receive the stockholder servicing fee for any portion of the month in which such party is not eligible to receive the stockholder servicing fees on the last day of the month. Broker-dealer transfers will be made effective as of the start of the first business day of a month. Thereafter, such stockholder servicing fees may be reallowed to the then-current broker-dealer of record of the Shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Distribution Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Selected Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. All determinations will be made by the Dealer Manager in good faith in its sole discretion. The Dealer Manager may also reallow some or all of the stockholder servicing fees to other broker-dealers who provide services with respect to the Shares giving rise to a portion of the stockholder servicing fee (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement.

Stockholder Servicing Fees. Subject to any special circumstances or limitations described in or otherwise lower amount provided in the “Plan of Distribution” section of the Prospectus or this Section 4an applicable Offering Participant Agreement, the Company will pay to the Dealer Manager (a) a Stockholder Servicing Fee with respect to outstanding Class T Shares that is paid monthly in an amount equal to 0.85% per annum of the aggregate NAV of the outstanding Class T Shares, consisting of an advisor stockholder servicing fee of 0.65% per annum, and a dealer stockholder servicing fee of 0.20% per annum, of the aggregate NAV of the outstanding Class T Shares; provided, however, with respect to Class T Shares sold through certain Offering Participants, the advisor stockholder servicing fee and the dealer stockholder servicing fee may be other amounts, provided that the sum of such fees may not exceed 0.85% per annum of the aggregate NAV of such Shares; (b) a Stockholder Servicing Fee with respect to outstanding Class S Shares that is paid monthly in an amount equal to 0.85% per annum of the aggregate NAV of the outstanding Class S Shares; and (c) a Stockholder Servicing Fee with respect to outstanding Class D Shares that is paid monthly in an amount equal to 0.25% per annum of the aggregate NAV of the outstanding Class D Shares. Prior to the NAV Pricing Date, NAV per Share for each class of Shares shall be deemed to be $25.00 for purposes of calculating applicable Stockholder Servicing Fees. The Company will not pay a stockholder servicing fee with respect to Class T A Shares or Class I Shares. «DD_CONTACT» «BD» «SUITE» «ADDRESS» «CITY», Class S Shares and Class D Shares as «STA» «ZIP» Dear «XXX»: We, Inland Securities Corporation (the “Dealer Manager”) have entered into a dealer manager agreement (the “Dealer Manager Agreement”) with InPoint Commercial Real Estate Income, Inc., a Maryland corporation (the “Company”), under which we have agreed to use our “best efforts” to solicit subscriptions for shares of the Company’s common stock, par value $0.001 per share. As described in the Dealer Manager Agreement, the Company has filed one or more registration statements with the Securities and Exchange Commission (the “Commission”) that are listed on Schedule 2 to this Agreement. The Company will pay the stockholder servicing fee 1 to the Dealer Manager monthly Agreement (each, a “Registration Statement”), which Schedule 1 may be amended from time to time by the written agreement of the Company and the Dealer Manager. Any new Registration Statement will be added to Schedule 1 upon its initial effectiveness with the Commission. Each Registration Statement shall register a continuous offering (each, an “Offering”) of the Company’s common stock, par value $0.001 per share, which may consist of Class A shares of common stock, Class T shares of common stock, Class S shares of common stock, Class D shares of common stock and Class I shares of common stock (respectively, the “Class A Shares,” the “Class T Shares,” the “Class S Shares,” the “Class D Shares” and the “Class I Shares” and collectively with any other classes of common stock offered in arrearsan Offering, the “Shares”). The Dealer Manager may reallow all or Offering is and shall be comprised of a portion maximum amount of Shares set forth in the stockholder servicing fee Prospectus (as defined below) that will be issued and sold to the Participating Distribution Agents who sold public at the Shares giving rise public offering prices per Share set forth in the Prospectus pursuant to a portion of such stockholder servicing fee, in each case to the extent the Participating Distribution Agreement with such Participating Distribution Agent provides for such a reallowance and such Participating Distribution Agent is in compliance with the terms of such Participating Distribution Agreement related to such reallowance. Notwithstanding the foregoing, subject to the terms of the Prospectus, at such time as the Participating Distribution Agent who sold the Shares giving rise to a portion of the stockholder servicing fee is no longer the broker-dealer of record/custodian with respect to such Shares or no longer satisfies any or all of the conditions in the applicable Participating Distribution Agreement giving rise to a portion of the stockholder servicing fee, then such Participating Distribution Agent’s entitlement to the stockholder servicing fees related to such Shares shall cease and such Participating Distribution Agent shall not receive the stockholder servicing fee for any portion of the month in which such party is not eligible to receive the stockholder servicing fees on the last day of the month. Broker-dealer transfers will be made effective as of the start of the first business day of a month. Thereafter, such stockholder servicing fees may be reallowed to the then-current broker-dealer of record of the Shares, as applicable, if any such broker-dealer of record has been designated primary offering (the “Servicing DealerPrimary Offering”) and the Company’s distribution reinvestment plan (the “DRP”). In connection with the Offering, the minimum purchase by any one person shall be as set forth in the Prospectus (except as otherwise indicated in any letter or memorandum from the Company to the extent such Servicing Dealer has entered Manager). Each subscriber will be required to enter into a Participating Distribution subscription agreement substantially in the form of the Subscription Agreement or similar agreement with attached as Appendix B to the Dealer Manager Prospectus (as may be amended by the Company from time to time, the “Servicing Subscription Agreement”), such Selected Dealer Agreement or Servicing Agreement with and will, upon acceptance of the Servicing Dealer provides for such reallowance subscriptions by the Company, become a stockholder of the Company (individually a “Stockholder” and collectively the “Stockholders”). The Company reserves the right to reallocate the Shares offered between the DRP and the Servicing Dealer is in compliance Primary Offering. In connection with the terms of such agreement related to such reallowance. All determinations will be made by performing our obligations under the Dealer Manager in good faith in its sole discretion. The Dealer Manager may also reallow some or all Agreement, we are authorized to retain the services of securities dealers who are members (each, a “Selected Dealer”) of the stockholder servicing fees Financial Industry Regulatory Authority, Inc. (“FINRA”) to other broker-dealers who provide services with respect solicit subscriptions. You are hereby invited to the become a Selected Dealer and, as such, to use your best efforts to solicit subscribers for Shares giving rise to a portion of the stockholder servicing fee (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the following terms and conditions of such Servicing this Selected Dealer Agreement (the “Agreement”). The Shares are to be offered and sold to the public as described under the caption “Plan of Distribution” in the Prospectus. Shares are to be sold at a purchase price (i) prior to the NAV Pricing Date, equal to $25.00 plus applicable Selling Commissions and Dealer Manager Fees, subject in certain circumstances to reductions thereof as described in the Prospectus; and (ii) after the NAV Pricing Date, at a transaction price generally equal to the Company’s prior month’s NAV per Share applicable to the class of Shares being purchased (as calculated in accordance with the procedures described in the Prospectus), or at a different offering price made available to investors in cases where the Company believes there has been a material change to the NAV per Share since the end of the prior month, plus, in either case, any applicable Selling Commissions and Dealer Manager Fees, subject in certain circumstances to reductions thereof as described in the Prospectus. For Stockholders who participate in the DRP, the cash distributions attributable to the class of Shares that each Stockholder owns will be automatically invested in additional Shares of the same class. All Shares sold pursuant to the DRP are to be issued and sold to Stockholders at a purchase price equal to the most recently published transaction price of the applicable class of Shares on the date that the distribution is payable.

Stockholder Servicing Fees. Subject to any special circumstances or limitations described in or otherwise lower amount provided in the “Plan of Distribution” section of the Prospectus or this Section 4an applicable Offering Participant Agreement, the Company will pay to the Dealer Manager (a) a Stockholder Servicing Fee with respect to outstanding Class T Shares that is paid monthly in an amount equal to 0.85% per annum of the aggregate NAV of the outstanding Class T Shares, consisting of an advisor stockholder servicing fee of 0.65% per annum, and a dealer stockholder servicing fee of 0.20% per annum, of the aggregate NAV of the outstanding Class T Shares; provided, however, with respect to Class T Shares sold through certain Offering Participants, the advisor stockholder servicing fee and the dealer stockholder servicing fee may be other amounts, provided that the sum of such fees may not exceed 0.85% per annum of the aggregate NAV of such Shares; (b) a Stockholder Servicing Fee with respect to outstanding Class S Shares that is paid monthly in an amount equal to 0.85% per annum of the aggregate NAV of the outstanding Class S Shares; and (c) a Stockholder Servicing Fee with respect to outstanding Class D Shares that is paid monthly in an amount equal to 0.25% per annum of the aggregate NAV of the outstanding Class D Shares. The Company will not pay a stockholder servicing fee with respect to Class T A Shares or Class I Shares. «DD_CONTACT» «BD» «SUITE» «ADDRESS» «CITY», Class S Shares and Class D Shares as «STA» «ZIP» Dear «XXX»: We, Inland Securities Corporation (the “Dealer Manager”) have entered into a dealer manager agreement (the “Dealer Manager Agreement”) with InPoint Commercial Real Estate Income, Inc., a Maryland corporation (the “Company”), under which we have agreed to use our “best efforts” to solicit subscriptions for shares of the Company’s common stock, par value $0.001 per share. As described in the Dealer Manager Agreement, the Company has filed one or more registration statements with the Securities and Exchange Commission (the “Commission”) that are listed on Schedule 2 to this Agreement. The Company will pay the stockholder servicing fee 1 to the Dealer Manager monthly Agreement (each, a “Registration Statement”), which Schedule 1 may be amended from time to time by the written agreement of the Company and the Dealer Manager. Any new Registration Statement will be added to Schedule 1 upon its initial effectiveness with the Commission. Each Registration Statement shall register a continuous offering (each, an “Offering”) of the Company’s common stock, par value $0.001 per share, which may consist of Class A shares of common stock, Class T shares of common stock, Class S shares of common stock, Class D shares of common stock and Class I shares of common stock (respectively, the “Class A Shares,” the “Class T Shares,” the “Class S Shares,” the “Class D Shares” and the “Class I Shares” and collectively with any other classes of common stock offered in arrearsan Offering, the “Shares”). The Dealer Manager may reallow all or Offering is and shall be comprised of a portion maximum amount of Shares set forth in the stockholder servicing fee Prospectus (as defined below) that will be issued and sold to the Participating Distribution Agents who sold public at the Shares giving rise public offering prices per Share set forth in the Prospectus pursuant to a portion of such stockholder servicing fee, in each case to the extent the Participating Distribution Agreement with such Participating Distribution Agent provides for such a reallowance and such Participating Distribution Agent is in compliance with the terms of such Participating Distribution Agreement related to such reallowance. Notwithstanding the foregoing, subject to the terms of the Prospectus, at such time as the Participating Distribution Agent who sold the Shares giving rise to a portion of the stockholder servicing fee is no longer the broker-dealer of record/custodian with respect to such Shares or no longer satisfies any or all of the conditions in the applicable Participating Distribution Agreement giving rise to a portion of the stockholder servicing fee, then such Participating Distribution Agent’s entitlement to the stockholder servicing fees related to such Shares shall cease and such Participating Distribution Agent shall not receive the stockholder servicing fee for any portion of the month in which such party is not eligible to receive the stockholder servicing fees on the last day of the month. Broker-dealer transfers will be made effective as of the start of the first business day of a month. Thereafter, such stockholder servicing fees may be reallowed to the then-current broker-dealer of record of the Shares, as applicable, if any such broker-dealer of record has been designated primary offering (the “Servicing DealerPrimary Offering”) and the Company’s distribution reinvestment plan (the “DRP”). In connection with the Offering, the minimum purchase by any one person shall be as set forth in the Prospectus (except as otherwise indicated in any letter or memorandum from the Company to the extent such Servicing Dealer has entered Manager). Each subscriber will be required to enter into a Participating Distribution subscription agreement substantially in the form of the Subscription Agreement or similar agreement with attached as Appendix B to the Dealer Manager Prospectus (as may be amended by the Company from time to time, the “Servicing Subscription Agreement”), such Selected Dealer Agreement or Servicing Agreement with and will, upon acceptance of the Servicing Dealer provides for such reallowance subscriptions by the Company, become a stockholder of the Company (individually a “Stockholder” and collectively the “Stockholders”). The Company reserves the right to reallocate the Shares offered between the DRP and the Servicing Dealer is in compliance Primary Offering. In connection with the terms of such agreement related to such reallowance. All determinations will be made by performing our obligations under the Dealer Manager in good faith in its sole discretion. The Dealer Manager may also reallow some or all Agreement, we are authorized to retain the services of securities dealers who are members (each, a “Selected Dealer”) of the stockholder servicing fees Financial Industry Regulatory Authority, Inc. (“FINRA”) to other broker-dealers who provide services with respect solicit subscriptions. You are hereby invited to the become a Selected Dealer and, as such, to use your best efforts to solicit subscribers for Shares giving rise to a portion of the stockholder servicing fee (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the following terms and conditions of such Servicing this Selected Dealer Agreement (the “Agreement”). The Shares are to be offered and sold to the public as described under the caption “Plan of Distribution” in the Prospectus. Shares are to be sold at a purchase price (i) prior to the NAV Pricing Date, equal to $25.00 plus applicable Selling Commissions and Dealer Manager Fees, subject in certain circumstances to reductions thereof as described in the Prospectus; and (ii) after the NAV Pricing Date, at a transaction price generally equal to the Company’s prior month’s NAV per Share applicable to the class of Shares being purchased (as calculated in accordance with the procedures described in the Prospectus), or at a different offering price made available to investors in cases where the Company believes there has been a material change to the NAV per Share since the end of the prior month, plus, in either case, any applicable Selling Commissions and Dealer Manager Fees, subject in certain circumstances to reductions thereof as described in the Prospectus. For Stockholders who participate in the DRP, the cash distributions attributable to the class of Shares that each Stockholder owns will be automatically invested in additional Shares of the same class. All Shares sold pursuant to the DRP are to be issued and sold to Stockholders at a purchase price equal to the transaction price of the applicable class of Shares on the date that the distribution is payable.

Stockholder Servicing Fees. Subject to any special circumstances or limitations described in or otherwise provided in the “Subscriptions, Share Repurchase Program, Plan of Distribution and Valuation––Plan of Distribution” section of the Prospectus Memorandum or this Section 4, the Company will pay to the Dealer Manager a stockholder servicing fee with respect to Class T S Shares equal to 0.85% per annum of the aggregate NAV of outstanding Class S Shares, with respect to Class S S-1 Shares and equal to 0.85% per annum of the aggregate NAV of outstanding Class S-1 Shares, with respect to Class D Shares as described in Schedule 2 equal to this Agreement0.25% per annum of the aggregate NAV of the outstanding Class D Shares and with respect to Class D-1 Shares equal to 0.25% per annum of the aggregate NAV of the outstanding Class D-1 Shares. The Company will pay the stockholder servicing fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the stockholder servicing fee to the Participating Distribution Agents who sold the Shares giving rise to a portion of such stockholder servicing fee, in each case to the extent the Participating Distribution Agreement with such Participating Distribution Agent provides for such a reallowance and such Participating Distribution Agent is in compliance with the terms of such Participating Distribution Agreement related to such reallowance. Notwithstanding the foregoing, subject to the terms of the ProspectusMemorandum, at such time as the Participating Distribution Agent who sold the Shares giving rise to a portion of the stockholder servicing fee is no longer the broker-dealer of record/custodian with respect to such Shares or no longer satisfies any or all of the conditions in the applicable Participating Distribution Agreement giving rise to a portion of the stockholder servicing fee, then such Participating Distribution Agent’s entitlement to the stockholder servicing fees related to such Shares shall cease and such Participating Distribution Agent shall not receive the stockholder servicing fee for any portion of the month in which such party is not eligible to receive the stockholder servicing fees on the last day of the month. Broker-dealer transfers will be made effective as of the start of the first business day of a month. Thereafter, such stockholder servicing fees may be reallowed to the then-current broker-dealer of record of the Shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Distribution Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Selected Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. All determinations will be made by the Dealer Manager in good faith in its sole discretion. The Dealer Manager may also reallow some or all of the stockholder servicing fees to other broker-dealers who provide services with respect to the Shares giving rise to a portion of the stockholder servicing fee (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement.

Stockholder Servicing Fees. Subject to any special circumstances or limitations described in or otherwise provided in the “Subscriptions, Share Repurchase Program, Plan of Distribution and Valuation––Plan of Distribution” section of the Prospectus Memorandum or this Section 4, the Company will pay to the Dealer Manager a stockholder servicing fee with respect to Class T S Shares equal to 0.85% per annum of the aggregate NAV of outstanding Class S Shares, with respect to Class S S-1 Shares and equal to 0.85% per annum of the aggregate NAV of outstanding Class S-1 Shares, with respect to Class D Shares as described in Schedule 2 equal to this Agreement0.25% per annum of the aggregate NAV of the outstanding Class D Shares and with respect to Class D-1 Shares equal to 0.25% per annum of the aggregate NAV of the outstanding Class D-1 Shares. The Company will pay the stockholder servicing fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the stockholder servicing fee to the Participating Distribution Agents who sold the Shares giving rise to a portion of such stockholder servicing fee, in each case to the extent the Participating Distribution Agreement with such Participating Distribution Agent provides for such a reallowance and such Participating Distribution Agent is in compliance with the terms of such Participating Distribution Agreement related to such reallowance. Notwithstanding the foregoing, subject to the terms of the ProspectusMemorandum, at such time as the Participating Distribution Agent who sold the Shares giving rise to a portion of the stockholder servicing fee is no longer the broker-dealer of record/custodian with respect to such Shares or no longer satisfies any or all of the conditions in the applicable Participating Distribution Agreement giving rise to a portion of the stockholder servicing fee, then such Participating Distribution Agent’s entitlement to the stockholder servicing fees related to such Shares shall cease and such Participating Distribution Agent shall not receive the stockholder servicing fee for any portion of the month in which such party is not eligible to receive the stockholder servicing fees on the last day of the month. Broker-dealer transfers will be made effective as of the start LEGAL02/44544150v5 of the first business day of a month. Thereafter, such stockholder servicing fees may be reallowed to the then-current broker-dealer of record of the Shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Distribution Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Selected Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. All determinations will be made by the Dealer Manager in good faith in its sole discretion. The Dealer Manager may also reallow some or all of the stockholder servicing fees to other broker-dealers who provide services with respect to the Shares giving rise to a portion of the stockholder servicing fee (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement.

Stockholder Servicing Fees. Subject to any special circumstances or limitations described in or otherwise provided in the “Plan of Distribution” section of the Prospectus Memorandum or this Section 4, the Company will pay to the Dealer Manager a stockholder servicing fee with respect to Class T S Shares equal to 0.85% per annum of the aggregate NAV of outstanding Class S Shares, with respect to Class S S-1 Shares equal to 0.85% per annum of the aggregate NAV of outstanding Class S-1 Shares, and with respect to Class D Shares as described in Schedule 2 equal to this Agreement0.25% per annum of the aggregate NAV of the outstanding Class D Shares. The Company will pay the stockholder servicing fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the stockholder servicing fee to the Participating Distribution Agents who sold the Shares giving rise to a portion of such stockholder servicing fee, in each case to the extent the Participating Distribution Agreement with such Participating Distribution Agent provides for such a reallowance and such Participating Distribution Agent is in compliance with the terms of such Participating Distribution Agreement related to such reallowance. Notwithstanding the foregoing, subject to the terms of the ProspectusMemorandum, at such time as the Participating Distribution Agent who sold the Shares giving rise to a portion of the stockholder servicing fee is no longer the broker-dealer of record/custodian with respect to such Shares or no longer satisfies any or all of the conditions in the applicable Participating Distribution Agreement giving rise to a portion of the stockholder servicing fee, then such Participating Distribution Agent’s entitlement to the stockholder servicing fees related to such Shares shall cease and such Participating Distribution Agent shall not receive the stockholder servicing fee for any portion of the month in which such party is not eligible to receive the stockholder servicing fees on the last day of the month. Broker-dealer transfers will be made effective as of the start of the first business day of a month. Thereafter, such stockholder servicing fees may be reallowed to the then-current broker-dealer of record of the Shares, as applicable, if any such broker-dealer of record has been designated (the “Servicing Dealer”), to the extent such Servicing Dealer has entered into a Participating Distribution Agreement or similar agreement with the Dealer Manager (“Servicing Agreement”), such Selected Dealer Agreement or Servicing Agreement with the Servicing Dealer provides for such reallowance and the Servicing Dealer is in compliance with the terms of such agreement related to such reallowance. All determinations will be made by the Dealer Manager in good faith in its sole discretion. The Dealer Manager may also reallow some or all of the stockholder servicing fees to other broker-dealers who provide services with respect to the Shares giving rise to a portion of the stockholder servicing fee (who shall be considered additional Servicing Dealers) pursuant to a Servicing Agreement with the Dealer Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Dealer is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement.