Common use of Compensation and Fees Clause in Contracts

Compensation and Fees. (a) As Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on each Unit sold to investors in a Partnership whose subscriptions for Units are accepted by the Managing General Partner: (i) a 2.5% Dealer-Manager fee; (ii) a 7% Sales Commission; and (iii) an up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses. (b) All of the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 7% Sales Commission shall be reallowed to the Selling Agents as described in the Selling Agent Agreement with each Selling Agent. A portion of the balance of the 2.5% Dealer-Manager fee may be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. However, you may reduce the wholesaling fees by any reimbursements made by the Managing General Partner or the Partnership for expenses which are received by the wholesalers in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. Also, you may use a portion of your Dealer-Manager fee to pay for permissible non-cash compensation. Under Rule 2810 of the NASD Conduct Rules, non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the following: (i) an accountable reimbursement for training and education meetings for associated persons of the selling agents; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent and its associated persons, provided that neither the managing general partner nor the dealer-manager directly or indirectly participates in the selling agent’s organization of a permissible non-cash compensation arrangement. In no event shall a selling agent receive non-cash compensation and a marketing fee if it represents more than .5% per unit. You shall retain any of the 7% Sales Commission and the 2.5% Dealer-Manager fee not reallowed to the Selling Agents or the wholesalers. You are responsible for ensuring that all non-cash compensation arrangements comply with NASD Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, only if the following conditions are met: (i) the registered representative obtains his Selling Agent’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his Selling Agent on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are met. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall be paid to you. No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, with the discounts described above. (d) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 in each Partnership, excluding any optional subscription of the Managing General Partner and its Affiliates and the subscription discounts set forth in Section 4(c) of this Agreement, all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 as described above are received on or before the Offering Termination Date of a Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) all funds advanced by subscribers shall be returned to them with interest earned; and (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units. (e) Except as otherwise provided below, the fees, reimbursements, and Sales Commissions set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 as described above have been received by the respective Partnership and accepted by the respective Partnership; and (ii) the subscription proceeds have been released from the escrow account to the respective Partnership. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your fees, reimbursements and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Offering Termination Date for the respective Partnership. All your remaining fees, reimbursements, and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the Offering Termination Date for the respective Partnership.

Compensation and Fees. (a) As Dealer-Manager you shall receive from the Managing General Partner Partnership the following compensation, fees and other compensation based on each Unit sold to investors who are situated and/or residents in a Partnership whose subscriptions for Units are states other than Minnesota and New Hampshire and accepted by the Managing General Partner: (i) a 2.5% Dealer-Manager fee; (ii) a 77.0% Sales Commission; (iii) a .5% reimbursement of marketing expenses; and (iiiiv) an up to a .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses. (b) All of The 7.0% Sales Commission, the up to .5% reimbursement of marketing expenses and the Selling Agents’ .5% reimbursement of bona fide accountable due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 7% Sales Commission shall be reallowed to the Selling Agents as described in the Selling Agent Agreement with each Selling Agent. A portion of the balance of the The 2.5% Dealer-Manager fee may shall be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. However, you may reduce the wholesaling fees by any reimbursements made by the Managing General Partner or the Partnership for expenses which are received by the wholesalers in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. Also, you may use a portion of your Dealer-Manager fee to pay for permissible non-cash compensation. Under Rule 2810 of the NASD Conduct Rules, non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the following: (i) an accountable reimbursement for training and education meetings for associated persons of the selling agents; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent and its associated persons, provided that neither the managing general partner nor the dealer-manager directly or indirectly participates in the selling agent’s organization of a permissible non-cash compensation arrangement. In no event shall a selling agent receive non-cash compensation and a marketing fee if it represents more than .5% per unit. You shall retain any of the 7% Sales Commission and the 2.5% Dealer-Manager fee not reallowed to the Selling Agents or the wholesalers. You are responsible for ensuring that all non-cash compensation arrangements comply with NASD Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, only if the following conditions are met: (i) the registered representative obtains his Selling Agent’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his Selling Agent on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are met' effort. (c) Notwithstanding the foregoing: (i) , the Managing General Partner, its officers, directors, directors and affiliatesAffiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 77.0% Sales Commission Commission, the .5% reimbursement of marketing expenses and the up to .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses, expenses which shall will not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals . Also, the following investors may subscribe to Units for a subscription price reduced by the 77.0% Sales Commission, the .5% reimbursement of marketing expenses and the .5% reimbursement of the Selling Agents' bona fide accountable due diligence expenses, which shall will not be paid to you, although their subscription price shall will not be reduced by the 2.5% Dealer-Manager fee and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall will be paid to you. No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, with the discounts described above: (i) registered investment advisors and their clients; and (ii) Selling Agents and their registered representatives and principals. (d) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 in each Partnership, excluding 1,000,000 excluding: (i) any optional subscription of by the Managing General Partner and its Affiliates and Affiliates; and (ii) the subscription discounts set forth in Section 4(c) of this Agreement, ; all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 1,000,000 as described above are received on or before the Offering Termination Date of a Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement event none of the Selling Agents’ bona fide due diligence expenses fees, Sales Commissions and reimbursements set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) you and all funds advanced by subscribers purchasers shall be returned to them with interest earned; and (iii) . In addition, you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units. (e) Except as otherwise provided belowabove, the fees, reimbursements, and Sales Commissions and reimbursements set forth in Section 4(a) of this Agreement Agreement, shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 1,000,000 as described above have been received by the respective Partnership and accepted by the respective Partnership; and (ii) Managing General Partner and the subscription proceeds have been released from the escrow account to the respective PartnershipManaging General Partner. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, and Sales Commissions and reimbursements as set forth in Section 4(b) of this Agreement. Thereafter, your fees, reimbursements and Sales Commissions and reimbursements shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Partnership's Offering Termination Date for the respective Partnership. All and all your remaining fees, reimbursements, and Sales Commissions and reimbursements shall be paid to you by the Managing General Partner no later than fourteen business days after the Partnership's Offering Termination Date for the respective PartnershipDate.

Compensation and Fees. (a) As Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on each Unit sold to investors in a Partnership whose subscriptions for Units are accepted by the Managing General Partner: (i) a 2.5% Dealer-Manager fee; (ii) a 7% Sales Commission; (iii) a .5% accountable Reimbursement for Permissible Non-Cash Compensation which, under Rule 2810 of the NASD Conduct Rules, is composed of the following: (A) training and education meetings for associated persons of the Selling Agents meeting the requirements set forth in Section 4(b), below; (B) gifts that do not exceed $100 per year and are not preconditioned on the achievement of a sales target; (C) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iiiD) contributions to a non-cash compensation arrangement between a Selling Agent and its associated persons, provided that neither the Managing General Partner, the Partnerships nor you directly or indirectly participate in the Selling Agent's organization of the permissible non-cash compensation arrangement; and (iv) an up to .5% reimbursement of the Selling Agents’ ' bona fide due diligence expenses. (b) All of the up to .5% reimbursement of the Selling Agents’ ' bona fide due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 7% Sales Commission shall and the .5% Reimbursement for Permissible Non-Cash Compensation may be reallowed to the Selling Agents as described in the Selling Agent Agreement with each Selling Agent. A All or a portion of the remaining balance of the 2.5% Dealer-Manager fee may be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. However, you may reduce the wholesaling fees by any reimbursements made by the Managing General Partner or the Partnership for expenses which are received by the wholesalers in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. Also, you may use a portion of your Dealer-Manager fee to pay Program and any salaries for permissible non-cash compensation. Under Rule 2810 of the NASD Conduct Rules, non-cash compensation means any form of compensation received wholesalers in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the following: (i) an accountable reimbursement for training and education meetings for associated persons of the selling agents; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent and its associated persons, provided that neither the managing general partner nor the dealer-manager directly or indirectly participates in the selling agent’s organization of a permissible non-cash compensation arrangement. In no event shall a selling agent receive non-cash compensation and a marketing fee if it represents more than .5% per unitProgram. You shall retain any of the 7% Sales Commission Commission, the .5% accountable Reimbursement for Permissible Non-Cash Compensation and the 2.5% Dealer-Manager fee not reallowed to the Selling Agents or the wholesalers. Any Dealer-Manager fee not reallowed to the wholesalers, which may be used for such items as legal fees associated with the underwriting and salaries of dual employees of you and the Managing General Partner which are required to be included in underwriting compensation under NASD Conduct Rule 2810 as determined jointly by the Managing General Partner and you. You are responsible for ensuring that all non-cash compensation arrangements comply with NASD Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, only if the following conditions are met: (i) the registered representative obtains his Selling Agent’s 's prior approval to attend the meeting and attendance by the registered representative is not conditioned by his Selling Agent on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are met. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall be paid to you. No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, with the discounts described above. (d) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 in each Partnership, excluding any optional subscription of the Managing General Partner and its Affiliates and the subscription discounts set forth in Section 4(c) of this Agreement, all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 as described above are received on or before the Offering Termination Date of a Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) all funds advanced by subscribers shall be returned to them with interest earned; and (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units. (e) Except as otherwise provided below, the fees, reimbursements, and Sales Commissions set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 as described above have been received by the respective Partnership and accepted by the respective Partnership; and (ii) the subscription proceeds have been released from the escrow account to the respective Partnership. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your fees, reimbursements and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Offering Termination Date for the respective Partnership. All your remaining fees, reimbursements, and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the Offering Termination Date for the respective Partnership.

Compensation and Fees. (a) As Dealer-Manager you shall will receive from the Managing General Partner Partnership the following compensation, fees based on the amount of the Agreed Subscription on each Unit sold to investors who are situated and/or residents in a Partnership whose subscriptions for Units are accepted by the Managing General Partnerstates of Minnesota and New Hampshire: (i) a 2.5% Dealer-Manager fee; (ii) a 77.0% Sales Commission; (iii) a .5% reimbursement of marketing expenses; and (iiiiv) an up to a .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses. (b) All of . The 7.0% Sales Commission, the up to .5% reimbursement of marketing expenses and the Selling Agents’ .5% reimbursement of bona fide accountable due diligence expenses shall will be reallowed to the Selling Agents, and all or a portion of the 7% Sales Commission shall be reallowed to the Selling Agents as described in the Selling Agent Agreement with each Selling Agent. A portion of the balance of the The 2.5% Dealer-Manager fee may will be reallowed to the wholesalers as wholesaling fees for subscriptions Agreed Subscriptions obtained through their efforts. However, you may reduce the wholesaling fees by any reimbursements made by the Managing General Partner or the Partnership for expenses which are received by the wholesalers in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. Also, you may use a portion of your Dealer-Manager fee to pay for permissible non-cash compensation. Under Rule 2810 of the NASD Conduct Rules, non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the following: (i) an accountable reimbursement for training and education meetings for associated persons of the selling agents; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent and its associated persons, provided that neither the managing general partner nor the dealer-manager directly or indirectly participates in the selling agent’s organization of a permissible non-cash compensation arrangement. In no event shall a selling agent receive non-cash compensation and a marketing fee if it represents more than .5% per unit. You shall retain any of the 7% Sales Commission and the 2.5% Dealer-Manager fee not reallowed to the Selling Agents or the wholesalers. You are responsible for ensuring that all non-cash compensation arrangements comply with NASD Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, only if the following conditions are met: (i) the registered representative obtains his Selling Agent’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his Selling Agent on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are met' effort. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall be paid to you. No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, with the discounts described above. (db) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of Partnership Subscription ($2,000,000 in each Partnership, 1,000,000 excluding any optional subscription of by the Managing General Partner and its Affiliates and the subscription discounts set forth in Section 4(c) of this AgreementAffiliates), all proceeds received by you from the sale of Units in each Partnership shall will be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement15. Unless at least the minimum subscription proceeds Partnership Subscription of $2,000,000 as described above are 1,000,000 is received on or before the Offering Termination Date of a Partnership as described in Section 1 of this AgreementDecember 31, 1999, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses set forth in Section 4(a) of this Agreement event no fee shall not be payable to you; (ii) you and all funds advanced by subscribers purchasers shall be returned to them with interest earned; and (iii) . In addition, you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers such subscriber and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units. (ec) Except as otherwise provided below, the fees, reimbursements, and Sales Commissions The fees set forth in Section 4(a) of this Agreement ), which shall be reallowed by you to the Selling Agents which made the sale and the wholesalers, will be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of Partnership Subscription ($2,000,000 as described above have 1,000,000) has been received by the respective Partnership and accepted by the respective Partnership; and (ii) Managing General Partner and the subscription proceeds have been released to the Managing General Partner from the escrow account to the respective Partnership. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreementaccount. Thereafter, your fees, reimbursements and Sales Commissions shall such fees will be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above in the previous sentence approximately every two weeks until the Offering Termination Date for the respective Partnership. All and all your remaining fees, reimbursements, and Sales Commissions fees shall be paid to you by the Managing General Partner no later than fourteen 14 business days after the Offering Termination Date for Date. (d) Notwithstanding the respective Partnershipforegoing, Registered Investment Advisors and their clients may subscribe to Units without paying the Sales Commissions and reimbursement of marketing expenses and bona fide accountable due diligence expenses, and their Agreed Subscriptions will be subject only to the 2.5% Dealer-Manager fee. Also, the Managing General Partner, its officers and directors and Affiliates, and the Selling Agents may subscribe to Units without paying the Dealer-Manager fee, Sales Commissions and the reimbursement of marketing expenses and the Selling Agents' bona fide accountable due diligence expenses.

Compensation and Fees. (a) As Dealer-Manager you shall receive from the Managing General Partner Partnership the following compensation, fees and other compensation based on each Unit sold to investors who are situated and/or residents in a Partnership whose subscriptions for Units are the states of Minnesota and New Hampshire and accepted by the Managing General Partner: (i) a 2.5% Dealer-Manager fee; (ii) a 77.0% Sales Commission; (iii) a .5% reimbursement of marketing expenses; and (iiiiv) an up to a .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses. (b) All of The 7.0% Sales Commission, the up to .5% reimbursement of marketing expenses and the Selling Agents’ .5% reimbursement of bona fide accountable due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 7% Sales Commission shall be reallowed to the Selling Agents as described in the Selling Agent Agreement with each Selling Agent. A portion of the balance of the The 2.5% Dealer-Manager fee may shall be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. However, you may reduce the wholesaling fees by any reimbursements made by the Managing General Partner or the Partnership for expenses which are received by the wholesalers in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. Also, you may use a portion of your Dealer-Manager fee to pay for permissible non-cash compensation. Under Rule 2810 of the NASD Conduct Rules, non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the following: (i) an accountable reimbursement for training and education meetings for associated persons of the selling agents; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent and its associated persons, provided that neither the managing general partner nor the dealer-manager directly or indirectly participates in the selling agent’s organization of a permissible non-cash compensation arrangement. In no event shall a selling agent receive non-cash compensation and a marketing fee if it represents more than .5% per unit. You shall retain any of the 7% Sales Commission and the 2.5% Dealer-Manager fee not reallowed to the Selling Agents or the wholesalers. You are responsible for ensuring that all non-cash compensation arrangements comply with NASD Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, only if the following conditions are met: (i) the registered representative obtains his Selling Agent’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his Selling Agent on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are met' effort. (c) Notwithstanding the foregoing: (i) , the Managing General Partner, its officers, directors, directors and affiliatesAffiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 77.0% Sales Commission Commission, the .5% reimbursement of marketing expenses and the up to .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses, expenses which shall will not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals . Also, the following investors may subscribe to Units for a subscription price reduced by the 77.0% Sales Commission, the .5% reimbursement of marketing expenses and the .5% reimbursement of the Selling Agents' bona fide accountable due diligence expenses, which shall will not be paid to you, although their subscription price shall will not be reduced by the 2.5% Dealer-Manager fee and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall will be paid to you. No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, with the discounts described above: (i) registered investment advisors and their clients; and (ii) Selling Agents and their registered representatives and principals. (d) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 in each Partnership, excluding 1,000,000 excluding: (i) any optional subscription of by the Managing General Partner and its Affiliates and Affiliates; and (ii) the subscription discounts set forth in Section 4(c) of this Agreement, ; all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 1,000,000 as described above are received on or before the Offering Termination Date of a Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement event none of the Selling Agents’ bona fide due diligence expenses fees, Sales Commissions and reimbursements set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) you and all funds advanced by subscribers purchasers shall be returned to them with interest earned; and (iii) . In addition, you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units. (e) Except as otherwise provided belowabove, the fees, reimbursements, and Sales Commissions and reimbursements set forth in Section 4(a) of this Agreement Agreement, shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 1,000,000 as described above have been received by the respective Partnership and accepted by the respective Partnership; and (ii) Managing General Partner and the subscription proceeds have been released from the escrow account to the respective PartnershipManaging General Partner. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, and Sales Commissions and reimbursements as set forth in Section 4(b) of this Agreement. Thereafter, your fees, reimbursements and Sales Commissions and reimbursements shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Partnership's Offering Termination Date for the respective Partnership. All and all your remaining fees, reimbursements, and Sales Commissions and reimbursements shall be paid to you by the Managing General Partner no later than fourteen business days after the Partnership's Offering Termination Date for the respective PartnershipDate.

Compensation and Fees. (a) As Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on each Unit sold to investors in a Partnership whose subscriptions for Units are accepted by the Managing General Partner: (i) a 2.5% Dealer-Manager fee; (ii) a 7% Sales Commission; and (iii) an up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses. (b) All of the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 7% Sales Commission shall be reallowed to the Selling Agents as described in the Selling Agent Agreement with each Selling Agent. A portion of the balance of the 2.5% Dealer-Manager fee may be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. However, you may reduce the wholesaling fees by any reimbursements made by the Managing General Partner or the Partnership for expenses which are received by the wholesalers in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. Also, you may use a portion of your Dealer-Manager fee to pay for permissible non-cash compensation. Under Rule 2810 of the NASD FINRA Conduct Rules, non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the following: (i) an accountable reimbursement for training and education meetings for associated persons of the selling agents; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target;; Anthem Securities, Inc. Dealer-Manager Agreement (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent and its associated persons, provided that neither the managing general partner nor the dealer-manager directly or indirectly participates in the selling agent’s organization of a permissible non-cash compensation arrangement. In no event shall a the selling agent agents receive non-cash compensation and a marketing fee if it represents more than .5% per unitof the total units sold. You shall retain any of the 7% Sales Commission and the 2.5% Dealer-Manager fee not reallowed to the Selling Agents or the wholesalers. You are responsible for ensuring that all non-cash compensation arrangements comply with NASD FINRA Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, only if the following conditions are met: (i) the registered representative obtains his Selling Agent’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his Selling Agent on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD FINRA Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are met. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall be paid to you. Anthem Securities, Inc. Dealer-Manager Agreement No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, with the discounts described above. (d) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 in each Partnership, excluding any optional subscription of the Managing General Partner and its Affiliates and the subscription discounts set forth in Section 4(c) of this Agreement, all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 as described above are received on or before the Offering Termination Date of a Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) all funds advanced by subscribers shall be returned to them with interest earned; and (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units. (e) Except as otherwise provided below, the fees, reimbursements, and Sales Commissions set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 as described above have been received by the respective Partnership and accepted by the respective Partnership; and (ii) the subscription proceeds have been released from the escrow account to the respective Partnership. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your fees, reimbursements and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Offering Termination Date for the respective Partnership. All your remaining fees, reimbursements, and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the Offering Termination Date for the respective Partnership.

Compensation and Fees. (a) As Subject to Section 4(c), as Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on the purchase price of each Unit sold to investors in a Partnership and whose subscriptions for Units are accepted by the Managing General Partner: (i) a 2.53% Dealer-Manager fee; (ii) a 7% Sales Commissionsales commission; and (iii) an up to .50.5% reimbursement of the Selling AgentsDealers’ bona fide accountable due diligence expenses. (b) All . Out of the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 7% Sales Commission shall be reallowed to the Selling Agents as described in the Selling Agent Agreement with each Selling Agent. A portion of the balance of the 2.5% Dealer-Manager fee may be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. Howeverset forth above, you may reduce pay the wholesaling fees Selling Dealers a marketing fee for their assistance in this Offering, and coordinating their sales efforts with yours, of up to a maximum of 1% of the purchase price of each Unit sold by any reimbursements made by them, except as provided below. You also shall have the Managing General Partner right, but not the obligation, to provide or reimburse Selling Dealers for the Partnership for following expenses which are received by the wholesalers they incur in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. Also, you may use a portion their offer and sale of your DealerUnits ( “Permissible Non-Manager fee to pay for permissible non-cash compensationCash Compensation”). Under Rule 2810 of the NASD FINRA Conduct Rules, nonthe reimbursable expenses composing Permissible Non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the followingCash Compensation are as follows: (i) an accountable reimbursement for bona fide training and education meetings for associated persons of the selling agentsSelling Dealers; (ii) gifts that do not exceed $100 per person per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent Selling Dealer and its associated persons, provided that neither the managing general partner Partnership, the General Partner nor the dealer-manager you directly or indirectly participates in the selling agentSelling Dealer’s organization of a permissible non-cash compensation arrangement. Any reimbursements for Permissible Non-Cash Compensation shall be provided or reimbursed from the Dealer-Manager fee set forth above. In no event event, however, shall a selling agent receive nonthe total of the Permissible Non-cash compensation Cash Compensation and a the marketing fee paid to the Selling Dealers exceed 1% of the offering proceeds received by the Partnership. (b) All of the sales commissions shall be reallowed to the Selling Dealers except for Units sold directly by you, and all of the up to 0.5% reimbursement of the Selling Dealers’ bona fide accountable due diligence expenses shall be reallowed to the Selling Dealers. Wholesaling fees, expense reimbursements and any salaries for the wholesalers in connection with the Partnership shall be reallowed to the wholesalers from the Dealer-Manager fee for subscriptions obtained through their efforts, however, the Dealer-Manager shall have no liability at any time to the wholesalers for any of those items in connection with the ▇▇▇▇▇▇▇▇ Securities, Inc. Dealer-Manager Agreement Partnership to the extent, if it represents more than .5% per unitany, the wholesaling fees, expense reimbursements and salaries to the wholesalers exceed, in the aggregate, the Dealer-Manager fee. You You, as Dealer-Manager, shall retain any of the 7% Sales Commission and the 2.5% Dealer-Manager fee not used for the Selling Dealers’ marketing fees or reallowed to the Selling Agents or wholesalers, which may be used for such items as Permissible Non-Cash Compensation, legal fees associated with the wholesalersunderwriting and salaries of dual employees of you and the Managing General Partner which are required to be included in underwriting compensation under FINRA Conduct Rule 2810 as determined jointly by the General Partner and you. You are responsible for ensuring that all non-cash compensation arrangements comply with NASD FINRA Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with bona fide meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, Dealer only if the following conditions are met: (i) the registered representative obtains his Selling AgentDealer’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his the Selling Agent Dealer on the achievement of a sales target; (ii) the location of the bona fide training and education meeting is appropriate to the purpose of the meeting as defined in NASD FINRA Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are met. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall be paid to you. No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, with the discounts described above. (d) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 in each Partnership, excluding any optional subscription of the Managing General Partner and its Affiliates and the subscription discounts set forth in Section 4(c) of this Agreement, all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 as described above are received on or before the Offering Termination Date of a Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) all funds advanced by subscribers shall be returned to them with interest earned; and (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units. (e) Except as otherwise provided below, the fees, reimbursements, and Sales Commissions set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 as described above have been received by the respective Partnership and accepted by the respective Partnership; and (ii) the subscription proceeds have been released from the escrow account to the respective Partnership. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your fees, reimbursements and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Offering Termination Date for the respective Partnership. All your remaining fees, reimbursements, and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the Offering Termination Date for the respective Partnership.

Compensation and Fees. (a) As Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on each Unit sold to investors who are situated and/or residents in a Partnership the states of Minnesota and New Hampshire and whose subscriptions for Units are accepted by the Managing General Partner: (i) a 2.5% Dealer-Manager fee; (ii) a 7% Sales Commission; and; (iii) an up to a .5% nonaccountable reimbursement of marketing expenses; and Bryan Funding, Inc. 2 Dealer-Manager Agreement (iv) a .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses. (b) All of the up to Sales Commissions and the .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 7.5% Sales Commission nonaccountable marketing expense reimbursement shall be reallowed to the Selling Agents as described in the Selling Agent Agreement with each Selling AgentAgents. A portion of the balance of the The 2.5% Dealer-Manager fee may shall be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. However, you may reduce the wholesaling fees by any reimbursements made by the Managing General Partner or the Partnership for expenses which are received by the wholesalers in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. Also, you may use a portion of your Dealer-Manager fee to pay for permissible non-cash compensation. Under Rule 2810 of the NASD Conduct Rules, non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the following: (i) an accountable reimbursement for training and education meetings for associated persons of the selling agents; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent and its associated persons, provided that neither the managing general partner nor the dealer-manager directly or indirectly participates in the selling agent’s organization of a permissible non-cash compensation arrangement. In no event shall a selling agent receive non-cash compensation and a marketing fee if it represents more than .5% per unit. You shall retain any of the 7.5% Sales Commission and the 2.5% Dealer-Manager fee nonaccountable marketing expense reimbursement not reallowed to the Selling Agents or the wholesalers. You are responsible for ensuring that all non-cash compensation arrangements comply with NASD Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, only if the following conditions are met: (i) the registered representative obtains his Selling Agent’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his Selling Agent on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are metAgents. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission Commission, the .5% nonaccountable marketing expense reimbursement, and the up to .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses, expenses which shall not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee fee, the .5% nonaccountable marketing expense reimbursement, and the up to .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses, expenses which shall be paid to you. No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, with the discounts described above. (d) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 in each Partnership1,000,000, excluding excluding: (i) any optional subscription of the Managing General Partner and its Affiliates and Affiliates; and (ii) the subscription discounts set forth in Section 4(c) of this Agreement, ; all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 1,000,000 as described above are received on or before the Offering Termination Date of a Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission Commission, the .5% nonaccountable marketing expense reimbursement, and the up to .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) all funds advanced by subscribers shall be returned to them with interest earned; andand Bryan Funding, Inc. 3 Dealer-Manager Agreement (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units. (e) Except as otherwise provided below, the fees, reimbursements, and Sales Commissions set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 1,000,000 as described above have been received by the respective Partnership and accepted by the respective PartnershipManaging General Partner; and (ii) the subscription proceeds have been released from the escrow account to the respective PartnershipManaging General Partner. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your fees, reimbursements reimbursements, and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Offering Termination Date for the respective Partnership. All Date, and all your remaining fees, reimbursements, and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the Offering Termination Date for the respective PartnershipDate.

Compensation and Fees. (a) As Subject to Section 4(c), as Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on the purchase price of each Unit sold to investors in a Partnership and whose subscriptions for Units are accepted by the Managing General Partner:: Anthem Securities, Inc. 3 Dealer-Manager Agreement (i) a 2.53% Dealer-Manager fee; (ii) a 7% Sales Commissionsales commission; and (iii) an up to .5% reimbursement of the Selling Agents’ Dealers' bona fide accountable due diligence expenses. (b) All . Out of the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 7% Sales Commission shall be reallowed to the Selling Agents as described in the Selling Agent Agreement with each Selling Agent. A portion of the balance of the 2.53% Dealer-Manager fee may be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. Howeverset forth above, you may reduce pay the wholesaling fees Selling Dealers a marketing fee for their assistance in this Offering, and coordinating their sales efforts with yours, of up to a maximum of 1% of the purchase price of each Unit sold by any reimbursements made by them. You also shall have the Managing General Partner right, but not the obligation, to provide or reimburse Selling Dealers for the Partnership for following expenses which are received by the wholesalers they incur in connection with their offer and sale of Units (the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. Also, you may use a portion of your Dealer"PERMISSIBLE NON-Manager fee to pay for permissible non-cash compensationCASH COMPENSATION"). Under Rule 2810 of the NASD Conduct Rules, nonthe reimbursable expenses composing Permissible Non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the followingCash Compensation are as follows: (i) an accountable reimbursement for training and education meetings for associated persons of the selling agentsSelling Dealers; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent Selling Dealer and its associated persons, provided that neither the managing general partner Partnership, the General Partner nor the dealer-manager you directly or indirectly participates in the selling agent’s Selling Dealer's organization of a permissible non-cash compensation arrangement. In no event Any reimbursements for Permissible Non-Cash Compensation shall a selling agent receive nonbe provided or reimbursed from the Dealer-cash compensation Manager fee set forth above. (b) All of the sales commissions shall be reallowed to the Selling Dealers except for Units sold directly by you, and a marketing fee if it represents more than all of the up to .5% per unit. You shall retain any reimbursement of the 7% Sales Commission and Selling Dealers' bona fide accountable due diligence expenses shall be reallowed to the 2.5Selling Dealers. Wholesaling fees shall be reallowed to the wholesalers from the 3% Dealer-Manager fee for subscriptions obtained through their efforts, less any reimbursements made by the General Partner or the Partnership for expenses which are received by the wholesalers in connection with the Partnership, and any salaries for the wholesalers in connection with the Partnership. You, as Dealer-Manager, shall retain any Dealer-Manager fee not used for the Selling Dealers' marketing fees or reallowed to the Selling Agents or wholesalers, which may be used for such items as Permissible Non-Cash Compensation, legal fees associated with the wholesalersunderwriting and salaries of dual employees of you and the Managing General Partner which are required to be included in underwriting compensation under NASD Conduct Rule 2810 as determined jointly by the General Partner and you. You are responsible for ensuring that all non-cash compensation arrangements comply with NASD Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Anthem Securities, Inc. 4 Dealer-Manager Agreement Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, Dealer only if the following conditions are met: (i) the registered representative obtains his Selling Agent’s Dealer's prior approval to attend the meeting and attendance by the registered representative is not conditioned by his the Selling Agent Dealer on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are met. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall be paid to you. No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, with the discounts described above. (d) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 in each Partnership, excluding any optional subscription of the Managing General Partner and its Affiliates and the subscription discounts set forth in Section 4(c) of this Agreement, all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 as described above are received on or before the Offering Termination Date of a Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) all funds advanced by subscribers shall be returned to them with interest earned; and (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units. (e) Except as otherwise provided below, the fees, reimbursements, and Sales Commissions set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 as described above have been received by the respective Partnership and accepted by the respective Partnership; and (ii) the subscription proceeds have been released from the escrow account to the respective Partnership. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your fees, reimbursements and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Offering Termination Date for the respective Partnership. All your remaining fees, reimbursements, and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the Offering Termination Date for the respective Partnership.

Compensation and Fees. (a) As Pending receipt of each Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) below and subject to the discounts for certain classes of investors described in the “Plan of Distribution” section of the Prospectus , as Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on each Unit sold to investors in a Partnership whose subscriptions for Units are accepted by the Managing General Partner: (i) a 2.53% Dealer-Manager fee;; and (ii) a 7% Sales Commission; and (iii) an up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses. (b) All of the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 7% Sales Commission shall be reallowed to the Selling Agents Dealers as described in the Selling Agent Dealer Agreement with each Selling AgentDealer. A portion of the balance of the 2.5% Dealer-Manager fee may be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. HoweverIn addition, you may reduce the wholesaling fees by any reimbursements made by shall receive from the Managing General Partner or reimbursement of the Partnership for Selling Dealers’ reasonable bona fide due diligence expenses which are received by the wholesalers in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership that have actually been incurred in connection with the Program, all of which shall be reallowed to the Selling Dealers, provided that any bill presented by a Selling Dealer to you for reimbursement of costs associated with the Selling Dealer’s due diligence activities must be detailed and itemized and permitted pursuant to the rules and regulations of FINRA. Also, you shall use a portion of your Dealer-Manager fees to pay up to a nonaccountable 1.0% marketing fee to the Selling Dealers, which may be reduced, in your discretion, in an amount equal to your, or the Managing General Partner’s, costs to participate in the Selling Dealers’ national or regional sales conferences. You may use a portion of your Dealer-Manager fee fees to pay for permissible non-cash compensation. Under Rule 2810 of the NASD FINRA Conduct Rules, non-cash compensation means any form of compensation received in connection with the sale of the units Units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the following: (i) an accountable reimbursement for training and education meetings for associated persons of the selling agentsSelling Dealers; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment entertainment, which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent Selling Dealer and its associated persons, provided that neither the managing general partner Managing General Partner nor the dealerDealer-manager Manager directly or indirectly participates in the selling agenta Selling Dealer’s organization of a permissible non-cash compensation arrangement. In no event shall a selling agent receive non-cash compensation and a marketing fee if it represents more than .5% per unit. You shall retain any of the 7% Sales Commission and the 2.5% Dealer-Manager fee not reallowed to the Selling Agents or the wholesalers. You Managing General Partner are responsible for ensuring that all non-cash compensation arrangements comply with NASD FINRA Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling AgentDealer, only if the following conditions are met: (i) the registered representative obtains his Selling AgentDealer’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his Selling Agent Dealer on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD FINRA Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are met. (c) . Notwithstanding the foregoing: (i) the Managing General Partnerabove, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner you may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission and the reallow up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5entire 3% Dealer-Manager fee and to the up to .5% reimbursement Selling Dealers. You shall retain any of the 3% Dealer-Manager fee not reallowed to the Selling Agents’ bona fide due diligence expenses, which shall be paid to you. No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, with the discounts Dealers as described above. (dc) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 in each Partnership, or the receipt of the minimum subscription proceeds with respect to Pennsylvania subscribers as provided in Section 6 of the Escrow Agreement, the form of which is attached to this Agreement as Exhibit A, excluding any optional subscription of the Managing General Partner and its Affiliates and the subscription discounts set forth described in Section 4(c) the “Plan of this AgreementDistribution” section of the Prospectus , all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 as described above are received on or before the Offering Termination Date of a Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement none of the Selling Agents’ bona fide due diligence expenses your compensation as set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) all funds advanced by subscribers shall be returned to them with interest earned; and (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents Dealers in connection with the offering of the Units. (ed) Except as otherwise provided below, the feesDealer-Manager fee, reimbursementsSales Commissions, and Sales Commissions other fees and reimbursements set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 as described above have been received by the respective Partnership and accepted by the respective Partnership; and (ii) the subscription proceeds have been released from the escrow account to the respective Partnership. You shall reallow to the Selling Agents Dealers and the wholesalers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your Dealer-Manager fees, reimbursements and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents Dealers and wholesalers as described above approximately every two weeks until the respective Partnership’s Offering Termination Date for the respective PartnershipDate. All your remaining Dealer-Manager fees, reimbursements, and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the respective Partnership’s Offering Termination Date for the respective PartnershipDate.

Compensation and Fees. (a) As Pending receipt of each Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) below and subject to the discounts for certain investors set forth in Section 4(c) of this Agreement, as Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on each Unit sold to investors in a Partnership whose subscriptions for Units are accepted by the Managing General Partner: (i) a 2.53% Dealer-Manager fee;; and (ii) a 7% Sales Commission; and (iii) an up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses. (b) All of the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 7% Sales Commission shall be reallowed to the Selling Agents Dealers as described in the Selling Agent Dealer Agreement with each Selling AgentDealer. A portion of the balance of the 2.5% Dealer-Manager fee may be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. HoweverIn addition, you may reduce the wholesaling fees by any reimbursements made by shall receive from the Managing General Partner or reimbursement of the Partnership for Selling Dealers’ reasonable bona fide due diligence expenses which are received by the wholesalers in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership that have actually been incurred in connection with the Program, all of which shall be reallowed to the Selling Dealers, provided that any bill presented by a Selling Dealer to you for reimbursement of costs associated with the Selling Dealer’s due diligence activities must be detailed and itemized and permitted pursuant to the rules and regulations of FINRA. Also, you shall use a portion of your Dealer-Manager fees to pay up to a nonaccountable 1.0% marketing fee to the Selling Dealers, which may be reduced, in your discretion, in amount equal to your, or the Managing General Partner’s, costs to participate in the Selling Dealers’ national or regional sales conferences. You may use a portion of your Dealer-Manager fee fees to pay for permissible non-cash compensation. Under Rule 2810 of the NASD FINRA Conduct Rules, non-cash compensation means any form of compensation received in connection with the sale of the units Units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the following: (i) an accountable reimbursement for training and education meetings for associated persons of the selling agentsSelling Dealers; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target;; MDS Securities, LLC 3 Dealer-Manager Agreement (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment entertainment, which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent Selling Dealer and its associated persons, provided that neither the managing general partner Managing General Partner nor the dealerDealer-manager Manager directly or indirectly participates in the selling agenta Selling Dealer’s organization of a permissible non-cash compensation arrangement. In no event shall a selling agent receive non-cash compensation and a marketing fee if it represents more than .5% per unit. You shall retain any of the 7% Sales Commission and the 2.5% Dealer-Manager fee not reallowed to the Selling Agents or the wholesalers. You Managing General Partner are responsible for ensuring that all non-cash compensation arrangements comply with NASD FINRA Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling AgentDealer, only if the following conditions are met: (i) the registered representative obtains his Selling AgentDealer’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his Selling Agent Dealer on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD FINRA Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are met. Notwithstanding the above, you may reallow up to the entire 3% Dealer-Manager fee to the Selling Dealers. You shall retain any of the 7% Sales Commission and the 3% Dealer-Manager fee not reallowed to the Selling Dealers as described above. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner their family members, which are defined as a spouse, parent, child, sibling, cousin, father- or mother-in-law, son- or daughter-in-law, or brother- or sister-in-law, may subscribe to Units for a subscription price reduced by the 2.53% Dealer-Manager fee, fee and the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expensesCommission, which shall not be paid to you; and; (ii) registered investment advisors and their clients and Selling Agents Dealers and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.53% Dealer-Manager fee and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expensesfee, which shall be paid to you. No more than 525% of the total Units sold in the Partnerships shall be sold, in the aggregate, sold with the discounts described in subparagraph (i) above.. MDS Securities, LLC 4 Dealer-Manager Agreement (d) Pending ▇▇▇▇▇▇▇ receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 in each Partnership, or the receipt of the minimum subscription proceeds with respect to Pennsylvania subscribers as provided in Section 6 of the Escrow Agreement, the form of which is attached to this Agreement as Exhibit A, excluding any optional subscription of the Managing General Partner and its Affiliates and the subscription discounts set forth in Section 4(c) of this Agreement, all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 as described above are received on or before the Offering Termination Date of a Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement none of the Selling Agents’ bona fide due diligence expenses your compensation as set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) all funds advanced by subscribers shall be returned to them with interest earned; and (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents Dealers in connection with the offering of the Units. (e) Except as otherwise provided below, the feesDealer-Manager fee, reimbursementsSales Commissions, and Sales Commissions other fees and reimbursements set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 as described above have been received by the respective Partnership and accepted by the respective Partnership; and (ii) the subscription proceeds have been released from the escrow account to the respective Partnership. You shall reallow to the Selling Agents Dealers and the wholesalers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your Dealer-Manager fees, reimbursements and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents Dealers and wholesalers as described above approximately every two weeks until the respective Partnership’s Offering Termination Date for the respective PartnershipDate. All your remaining Dealer-Manager fees, reimbursements, and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the respective Partnership’s Offering Termination Date for the respective PartnershipDate.

Compensation and Fees. (a) As Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on each Unit sold to investors in a Partnership who are situated and/or residents in the states of Minnesota and New Hampshire and whose subscriptions for Units are accepted by the Managing General Partner: (i) a 2.5% Dealer-Manager fee; (ii) a 7% Sales Commission; (iii) a .5% accountable marketing expense fee; and (iiiiv) an up to a .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses. (b) All of the up to .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 7% Sales Commission and .5% accountable marketing expense fee shall be reallowed to the Selling Agents as described in the Selling Agent Agreement with each Selling Agent. A portion of the balance Most, if not all, of the 2.5% Dealer-Manager fee may shall be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. However, you may reduce the wholesaling fees by efforts less any reimbursements made by the Managing General Partner or the Partnership for expenses which are received by ▇▇▇▇▇ Funding, Inc. 3 Dealer-Manager Agreement the wholesalers in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership wholesaler in connection with the Program. Also, you may use a portion of your Dealer-Manager fee to pay for permissible non-cash compensation. Under Rule 2810 of the NASD Conduct Rules, non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the following: (i) an accountable reimbursement for training and education meetings for associated persons of the selling agents; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent and its associated persons, provided that neither the managing general partner nor the dealer-manager directly or indirectly participates in the selling agent’s organization of a permissible non-cash compensation arrangement. In no event shall a selling agent receive non-cash compensation and a marketing fee if it represents more than .5% per unit. You shall retain any of the 7% Sales Commission and .5% accountable marketing expense fee not reallowed to the Selling Agents and any of the 2.5% Dealer-Manager fee not reallowed to the Selling Agents or the wholesalers. You are responsible for ensuring that all non-cash compensation arrangements comply with NASD Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, only if the following conditions are met: (i) the registered representative obtains his Selling Agent’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his Selling Agent on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are met. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission Commission, the .5% accountable marketing expense fee, and the up to .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses, expenses which shall not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee fee, the .5% accountable marketing expense fee, and the up to .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses, expenses which shall be paid to you. No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, with the discounts described above. (d) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 1,000,000 in each Partnership, excluding excluding: (i) any optional subscription of the Managing General Partner and its Affiliates and Affiliates; and (ii) the subscription discounts set forth in Section 4(c) of this Agreement, ; all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 1,000,000 as described above are received on or before the Offering Termination Date of a Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission Commission, the .5% accountable marketing expense fee, and the up to .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) all funds advanced by subscribers shall be returned to them with interest earned; and (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units.. ▇▇▇▇▇ Funding, Inc. 4 Dealer-Manager Agreement (e) Except as otherwise provided below, the fees, reimbursements, and Sales Commissions set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 1,000,000 as described above have been received by the respective Partnership and accepted by the respective PartnershipManaging General Partner; and (ii) the Partnership's subscription proceeds have been released from the escrow account to the respective PartnershipManaging General Partner. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your fees, reimbursements reimbursements, and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Offering Termination Date for the respective Partnership. All your remaining fees, reimbursements, and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the Offering Termination Date for the respective Partnership.

Compensation and Fees. (a) As Subject to Section 4(c), as Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on the purchase price of each Unit sold to investors in a Partnership and whose subscriptions for Units are accepted by the Managing General Partner: (i) a 2.53% Dealer-Manager fee; (ii) a 7% Sales Commissionsales commission; and (iii) an up to .5% reimbursement of the Selling AgentsDealers’ bona fide accountable due diligence expenses. (b) All . Out of the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 7% Sales Commission shall be reallowed to the Selling Agents as described in the Selling Agent Agreement with each Selling Agent. A portion of the balance of the 2.53% Dealer-Manager fee may be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. Howeverset forth above, you may reduce pay the wholesaling fees Selling Dealers a marketing fee for their assistance in this Offering, and coordinating their sales efforts with yours, of up to a maximum of 1% of the purchase price of each Unit sold by any reimbursements made by them. You also shall have the Managing General Partner right, but not the obligation, to provide or reimburse Selling Dealers for the Partnership for following expenses which are received by the wholesalers they incur in connection with their offer and sale of Units (the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. Also, you may use a portion of your Dealer“Permissible Non-Manager fee to pay for permissible non-cash compensationCash Compensation”). Under Rule 2810 of the NASD Conduct Rules, nonthe reimbursable expenses composing Permissible Non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the followingCash Compensation are as follows: (i) an accountable reimbursement for bona fide training and education meetings for associated persons of the selling agentsSelling Dealers; (ii) gifts that do not exceed $100 per person per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent Selling Dealer and its associated persons, provided that neither the managing general partner Partnership, the General Partner nor the dealer-manager you directly or indirectly participates in the selling agentSelling Dealer’s organization of a permissible non-cash compensation arrangement. In no event Any reimbursements for Permissible Non-Cash Compensation shall a selling agent receive nonbe provided or reimbursed from the Dealer-cash compensation Manager fee set forth above. (b) All of the sales commissions shall be reallowed to the Selling Dealers except for Units sold directly by you, and a marketing fee if it represents more than all of the up to .5% per unit. You shall retain any reimbursement of the 7% Sales Commission Selling Dealers’ bona fide accountable due diligence expenses shall be reallowed to the Selling Dealers. Wholesaling fees, expense reimbursements and any salaries for the 2.5wholesalers in connection with the Partnership shall be reallowed to the wholesalers from the 3% Dealer-Manager fee for subscriptions obtained through their efforts, however, the Dealer-Manager shall have no liability at any time to the wholesalers for any of those items in connection with the Partnership to the extent, if any, the wholesaling fees, expense reimbursements and salaries to the wholesalers exceed, in the aggregate, the 3% Dealer-Manager fee. You, as Dealer-Manager, shall retain any Dealer-Manager fee not used for the Selling Dealers’ marketing fees or reallowed to the Selling Agents or wholesalers, which may be used for such items as Permissible Non-Cash Compensation, legal fees associated with the wholesalersunderwriting and salaries of dual employees of you and the Managing General Partner which are required to be included in underwriting compensation under NASD Conduct Rule 2810 as determined jointly by the General Partner and you. ▇▇▇▇▇▇▇▇ Securities, Inc. 4 Dealer-Manager Agreement You are responsible for ensuring that all non-cash compensation arrangements comply with NASD Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with bona fide meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, Dealer only if the following conditions are met: (i) the registered representative obtains his Selling AgentDealer’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his the Selling Agent Dealer on the achievement of a sales target; (ii) the location of the bona fide training and education meeting is appropriate to the purpose of the meeting as defined in NASD Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are met. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall be paid to you. No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, with the discounts described above. (d) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 in each Partnership, excluding any optional subscription of the Managing General Partner and its Affiliates and the subscription discounts set forth in Section 4(c) of this Agreement, all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 as described above are received on or before the Offering Termination Date of a Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) all funds advanced by subscribers shall be returned to them with interest earned; and (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units. (e) Except as otherwise provided below, the fees, reimbursements, and Sales Commissions set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 as described above have been received by the respective Partnership and accepted by the respective Partnership; and (ii) the subscription proceeds have been released from the escrow account to the respective Partnership. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your fees, reimbursements and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Offering Termination Date for the respective Partnership. All your remaining fees, reimbursements, and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the Offering Termination Date for the respective Partnership.

Compensation and Fees. (a) As Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on each Unit sold to investors in a Partnership who are situated and/or residents in the states of Minnesota and New Hampshire and whose subscriptions for Units are accepted by the Managing General Partner: (i) a 2.5% Dealer-Manager fee; (ii) a 7% Sales Commission; (iii) a .5% accountable Reimbursement for Permissible Non-Cash Compensation which, under Rule 2810 of the NASD Conduct Rules, is composed of the following: (A) training and education meetings for associated persons of the Selling Agents meeting the requirements set forth in Section 4(b), below; (B) gifts that do not exceed $100 per year and is not preconditioned on the achievement of a sales target; (C) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any q▇▇▇▇▇on of propriety and is not preconditioned on achievement of a sales target; and (iiiD) contributions to a non-cash compensation arrangement between a Selling Agent and its associated persons, provided that neither we nor you directly or indirectly participate in the Selling Agent's organization of a the permissible non-cash compensation arrangement; and (iv) an up to .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses. (b) All of the up to .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 7% Sales Commission and the .5% Reimbursement for Permissible Non-Cash Compensation shall be reallowed to the Selling Agents as described in the Selling Agent Agreement with each Selling Agent. A portion Most, if not all, of the remaining balance of the 2.5% Dealer-Manager fee may shall be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. However, you may reduce the wholesaling fees by efforts less any reimbursements made by the Managing General Partner or the Partnership for expenses which are received by the wholesalers in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program and any salaries for the wholesalers in connection with the Program. AlsoYou, you may use a portion of your as Dealer-Manager, shall retain any Dealer-Manager fee not reallowed to pay the wholesalers, which may be used for permissible non-cash compensation. Under such items as legal fees associated with the underwriting and salaries of dual employees of you and the Managing General Partner which are required to be included in underwriting compensation under NASD Conduct Rule 2810 of as determined jointly by the NASD Conduct Rules, non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts Managing General Partner and prizes, travel expenses, meals and lodgingyou. Permissible non-cash compensation includes the followingYou shall retain: (i) an accountable reimbursement for training and education meetings for associated persons of the selling agents; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent and its associated persons, provided that neither the managing general partner nor the dealer-manager directly or indirectly participates in the selling agent’s organization of a permissible non-cash compensation arrangement. In no event shall a selling agent receive non-cash compensation and a marketing fee if it represents more than .5% per unit. You shall retain any of the 7% Sales Commission and not reallowed to the Selling Agents; (ii) any of the .5% accountable Reimbursement for Permissible Non- Cash Compensation not paid or reimbursed to the Selling Agents by you or the Managing General Partner; and (iii) any of the remaining balance of the 2.5% Dealer-Manager fee not reallowed to the Selling Agents or wholesalers pursuant to the wholesalersfirst paragraph of this Section 4(b). You are responsible for ensuring that all non-cash compensation arrangements comply with NASD Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, only if the following conditions are met: (i) the registered representative obtains his Selling Agent’s 's prior approval to attend the meeting and attendance by the registered representative is not conditioned by his Selling Agent on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are met. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall be paid to you. No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, with the discounts described above. (d) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 in each Partnership, excluding any optional subscription of the Managing General Partner and its Affiliates and the subscription discounts set forth in Section 4(c) of this Agreement, all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 as described above are received on or before the Offering Termination Date of a Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) all funds advanced by subscribers shall be returned to them with interest earned; and (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units. (e) Except as otherwise provided below, the fees, reimbursements, and Sales Commissions set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 as described above have been received by the respective Partnership and accepted by the respective Partnership; and (ii) the subscription proceeds have been released from the escrow account to the respective Partnership. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your fees, reimbursements and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Offering Termination Date for the respective Partnership. All your remaining fees, reimbursements, and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the Offering Termination Date for the respective Partnership.

Compensation and Fees. (a) As Dealer-Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended and supplemented from time to time, as Dealer Manager you shall receive the following selling commissions from the Managing General Partner the following compensation, Company based on each Unit Share sold by you or the Dealers to investors in a Partnership the Company whose subscriptions for Units Shares are accepted by the Managing General Partner: (i) Company: Sales through a 2.5% DealerDealer earning transaction-Manager fee; (ii) a 7based compensation 7.0 %* 0.0 % Sales Commission; and (iii) an up to .5through all other distribution channels as described in the Prospectus 0.0 % reimbursement 0.0 % Sales through a Dealer earning transaction-based compensation 2.0 %* 0.0 % * Except as set forth herein or in the “Plan of Distribution” section of the Selling Agents’ bona fide due diligence expensesProspectus (as amended and supplemented), the Dealer Manager will reallow all of its selling commissions attributable to a Dealer. (b) All Except as may be provided in the “Plan of Distribution” section of the up Prospectus, which may be amended and supplemented from time to .5time, as Dealer Manager you shall receive the following dealer manager fee from the Company, based on each Class A Share and Class T Share sold by you or the Dealers to investors in the Company whose subscriptions for Shares are accepted by the Company: Sales through a Dealer earning transaction-based compensation 3.0 %* 0.0 % reimbursement Sales through all other distribution channels as described in the Prospectus 3.0 %* 0.0 % Sales through a Dealer earning transaction-based compensation 3.0 %* 0.0 % * Upon the terms set forth herein or in the Prospectus (as amended and supplemented), the Dealer Manager may agree to reallow to any Dealer a portion of its dealer manager fee pursuant to a Selected Dealer Agreement and a marketing fee agreement. (c) Except as may be provided in the “Plan of Distribution” section of the Selling Agents’ bona fide due diligence expenses shall Prospectus, which may be reallowed amended and supplemented from time to time, the Company will pay to the Selling AgentsDealer Manager an annual distribution and shareholder servicing fee in connection with sales of Class T Shares in the Primary Offering during the term of this Agreement, payable for five years from the date on which such Class T Share is issued for services and expenses related to the marketing, sale and distribution of such Class T Shares and for providing shareholder services, subject to the limitations set forth below. The annual distribution and shareholder servicing fee of 1% of the purchase price per Class T Share (or, once reported, the amount of the estimated net asset value per Class T Share) will accrue daily as provided in the “The Plan of Distribution” section of the Prospectus. The Company will pay the distribution and shareholder servicing fee to the Dealer Manager monthly in arrears. The Dealer Manager may reallow all or a portion of the 7% Sales Commission shall be reallowed distribution and shareholder servicing fee to the Selling Agents as described in Dealer who initially sold the Selling Agent Class T Shares giving rise to such distribution and shareholder servicing fees to the extent the Selected Dealer Agreement with each Selling Agentsuch Dealer provides for such a reallowance. A Notwithstanding, if the Dealer Manager is notified that the Dealer who sold such Class T Shares is no longer the broker-dealer of record with respect to such Class T Shares or is not in compliance with the applicable terms of the Selected Dealer Agreement related to the payment of the annual distribution and shareholder servicing fee, then such Dealer’s entitlement to the distribution and shareholder servicing fee related to such Class T Shares shall cease, and such Dealer shall not receive the distribution and shareholder servicing fee for any portion of the balance month in which such Dealer is not the broker dealer of record or otherwise not in compliance on the last day of the 2.5% Dealer-Manager month. Thereafter, such distribution and shareholder servicing fee may be reallowed by the Dealer Manager to the wholesalers as wholesaling fees then-current broker-dealer of record of the Class T Shares, if any, if such broker-dealer of record has entered into a Selected Dealer Agreement or similar servicing agreement with the Dealer Manager that provides for subscriptions obtained through their effortssuch reallowance and is in compliance with the applicable terms of such agreement related to the payment of the distribution and shareholder servicing fee. HoweverThe Dealer Manager may also reallow some or all of the distribution and shareholder servicing fee to other broker-dealers who provide services with respect to the Class T Shares pursuant to a servicing agreement with the Dealer Manager to the extent such servicing agreement provides for such reallowance, you may reduce all in accordance with the wholesaling fees by any reimbursements terms of such servicing agreement. In this regard, all determinations will be made by the Managing General Partner or the Partnership for expenses which are received by the wholesalers Dealer Manager in connection with the Program or expenses which are owed by the wholesalers good faith in its sole discretion. Notwithstanding anything to the Managing General Partner or contrary herein, the Partnership in connection Company will cease paying the distribution and shareholder servicing fee with the Program. Also, you may use a portion of your Dealer-Manager fee to pay for permissible non-cash compensation. Under Rule 2810 of the NASD Conduct Rules, non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the following: (i) an accountable reimbursement for training and education meetings for associated persons of the selling agents; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent and its associated persons, provided that neither the managing general partner nor the dealer-manager directly or indirectly participates in the selling agent’s organization of a permissible non-cash compensation arrangement. In no event shall a selling agent receive non-cash compensation and a marketing fee if it represents more than .5% per unit. You shall retain any of the 7% Sales Commission and the 2.5% Dealer-Manager fee not reallowed respect to the Selling Agents or Class T Shares at the wholesalers. You are responsible for ensuring that all non-cash compensation arrangements comply with NASD Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose earliest of training or education of registered representatives of a Selling Agent, only if the following conditions are met: (i) the registered representative obtains his Selling Agent’s prior approval to attend date after the meeting and attendance by the registered representative is not conditioned by his Selling Agent on the achievement of a sales target; (ii) the location termination of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are met. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall be paid to you. No more than 5% of the total Units sold in the Partnerships shall be soldPrimary Offering at which, in the aggregate, underwriting compensation from all sources, including the distribution and shareholder servicing fee, equals 10% of the gross proceeds from the Primary Offering, calculated by the Company with the discounts described above.assistance of the Dealer Manager after the termination of the Primary Offering; (ii) the date on which the Company lists its common stock on a national securities exchange; and (iii) the date of a merger or other extraordinary transaction in which the Company is a party and in which the Shares are exchanged for cash or other securities. A distribution and shareholder servicing fee will not be paid on (i) any Class A Shares or (ii) Class T Shares issued under the DRP. Resource Securities, Inc. Dealer Manager Agreement 5 (d) Pending receipt and acceptance by Upon the Managing General Partner of the minimum subscription proceeds of $2,000,000 in each Partnership, excluding any optional subscription of the Managing General Partner and its Affiliates and the subscription discounts terms set forth in Section 4(c) of this Agreementthe Prospectus, all proceeds received by you from reduced selling commissions will be paid to the sale of Units in each Partnership Dealer Manager and reduced per share selling prices shall be held recovered on large transactions of Class A Shares in accordance with the following tables (based on the initial Primary Offering price of $10.00 per Class A Share), which may be amended and supplemented by the Prospectus: Dollar Volume Class A Shares Purchased Sales Commissions (Based on $10.00 Price Per Share) Price Per Share to Investor $ 2,500 to $ 500,000 7.00 % $ 10.00 $ 500,001 to $1,000,000 6.00 % $ 9.90 $ 1,000,001 to $2,000,000 5.00 % $ 9.80 $ 2,000,001 to $3,000,000 4.00 % $ 9.70 $ 3,000,001 and above 3.00 % $ 9.60 The reduced selling price and selling commission will apply to the entire purchase. All commission rates are calculated assuming a price per share of $10.00 for Class A Shares. For example, a purchase of 250,000 Class A Shares in a separate interest bearing escrow account as provided single transaction would result in Section 15 of this Agreement. Unless at least the minimum subscription proceeds a purchase price of $2,000,000 as described above are received on or before 2,425,000 ($9.70 per share) and selling commissions of $100,000. Upon the Offering Termination Date of a Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses terms set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) all funds advanced by subscribers shall be returned to them with interest earned; and (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units. (e) Except as otherwise provided belowProspectus, the fees, reimbursements, and Sales Commissions set forth in Section 4(a) of this Agreement shall reduced selling commissions will be paid to you within five business days after the following: Dealer Manager and reduced per share selling prices shall be recovered on large transactions of Class T Shares in accordance with the following tables (i) at least based on the minimum subscription proceeds initial Primary Offering price of $2,000,000 as described above have been received 9.47 per Class T Share), which may be amended and supplemented by the respective Partnership and accepted by the respective Partnership; and (ii) the subscription proceeds have been released from the escrow account to the respective Partnership. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, and Prospectus: Dollar Volume Class T Shares Purchased Sales Commissions as set forth in Section 4(b(Based on $9.47 Price Per Share) of this Agreement. Thereafter, your fees, reimbursements Price Per Share to Investor $ 2,500 to $1,000,000 2.0 % $ 9.47 $ 1,000,001 and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Offering Termination Date for the respective Partnership. All your remaining fees, reimbursements, and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the Offering Termination Date for the respective Partnership.1.0 % $ 9.38

Compensation and Fees. (a) As Dealer-Manager you shall will receive from the Managing General Partner Partnership the following compensation, fees based on the amount of the Agreed Subscription on each Unit sold to investors who are situated and/or residents in a Partnership whose subscriptions for Units are accepted by the Managing General Partnerstates other than Minnesota and New Hampshire: (i) a 2.5% Dealer-Manager fee; (ii) a 77.0% Sales Commission; (iii) a .5% reimbursement of marketing expenses; and (iiiiv) an up to a .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses. (b) All of . The 7.0% Sales Commission, the up to .5% reimbursement of marketing expenses and the Selling Agents’ .5% reimbursement of bona fide accountable due diligence expenses shall will be reallowed to the Selling Agents, and all or a portion of the 7% Sales Commission shall be reallowed to the Selling Agents as described in the Selling Agent Agreement with each Selling Agent. A portion of the balance of the The 2.5% Dealer-Manager fee may will be reallowed to the wholesalers as wholesaling fees for subscriptions Agreed Subscriptions obtained through their efforts. However, you may reduce the wholesaling fees by any reimbursements made by the Managing General Partner or the Partnership for expenses which are received by the wholesalers in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. Also, you may use a portion of your Dealer-Manager fee to pay for permissible non-cash compensation. Under Rule 2810 of the NASD Conduct Rules, non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the following: (i) an accountable reimbursement for training and education meetings for associated persons of the selling agents; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent and its associated persons, provided that neither the managing general partner nor the dealer-manager directly or indirectly participates in the selling agent’s organization of a permissible non-cash compensation arrangement. In no event shall a selling agent receive non-cash compensation and a marketing fee if it represents more than .5% per unit. You shall retain any of the 7% Sales Commission and the 2.5% Dealer-Manager fee not reallowed to the Selling Agents or the wholesalers. You are responsible for ensuring that all non-cash compensation arrangements comply with NASD Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, only if the following conditions are met: (i) the registered representative obtains his Selling Agent’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his Selling Agent on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are met' effort. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall be paid to you. No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, with the discounts described above. (db) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of Partnership Subscription ($2,000,000 in each Partnership, 1,000,000 excluding any optional subscription of by the Managing General Partner and its Affiliates and the subscription discounts set forth in Section 4(c) of this AgreementAffiliates), all proceeds received by you from the sale of Units in each Partnership shall will be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement15. Unless at least the minimum subscription proceeds Partnership Subscription of $2,000,000 as described above are 1,000,000 is received on or before the Offering Termination Date of a Partnership as described in Section 1 of this AgreementDecember 31, 2000, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses set forth in Section 4(a) of this Agreement event no fee shall not be payable to you; (ii) you and all funds advanced by subscribers purchasers shall be returned to them with interest earned; and (iii) . In addition, you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers such subscriber and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units. (ec) Except as otherwise provided below, the fees, reimbursements, and Sales Commissions The fees set forth in Section 4(a) of this Agreement ), which shall be reallowed by you to the Selling Agents which made the sale and the wholesalers, will be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of Partnership Subscription ($2,000,000 as described above have 1,000,000) has been received by the respective Partnership and accepted by the respective Partnership; and (ii) Managing General Partner and the subscription proceeds have been released to the Managing General Partner from the escrow account to the respective Partnership. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreementaccount. Thereafter, your fees, reimbursements and Sales Commissions shall such fees will be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above in the previous sentence approximately every two weeks until the Offering Termination Date for the respective Partnership. All and all your remaining fees, reimbursements, and Sales Commissions fees shall be paid to you by the Managing General Partner no later than fourteen 14 business days after the Offering Termination Date for Date. (d) Notwithstanding the respective Partnershipforegoing, Registered Investment Advisors and their clients may subscribe to Units without paying the Sales Commissions and the reimbursement of marketing expenses and bona fide accountable due diligence expenses, and their Agreed Subscriptions will be subject only to the 2.5% Dealer-Manager fee. Also, the Managing General Partner, its officers and directors and Affiliates, and the Selling Agents may subscribe to Units without paying the Dealer-Manager fee, Sales Commissions and the reimbursement of marketing expenses and the Selling Agents' bona fide accountable due diligence expenses.

Compensation and Fees. (a) As Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on each Unit sold to investors in a the Partnership and whose subscriptions for Units are accepted by the Managing General Partner: (i) a 2.5% Dealer-Manager fee; (ii) a 7% Sales Commission; (iii) a % nonaccountable marketing expense fee; and (iiiiv) an up to .5a % reimbursement of the Selling Agents’ bona fide nonaccountable due diligence expensesfee. (b) All or a portion of the up to .5% reimbursement of Sales Commissions, the Selling Agents’ bona fide nonaccountable due diligence expenses shall fee and the nonaccountable marketing expense fee may be reallowed to the Selling Agents. Additionally, and all or a portion of you may reduce the 7% Sales Commission shall be reallowed nonaccountable marketing expense fee payable to the Selling Agents as described set forth in Section 2(a)(iii) of the Selling Agent Agreement with each and you may reduce the % nonaccountable due diligence fee payable to the Selling Agent. A portion Agents as set forth in Section 2(a)(ii) of the balance of Selling Agent Agreement. Of the 2.5% Dealer-Manager fee fee, some or all may be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. However, you may reduce the wholesaling fees by any reimbursements made by the Managing General Partner or the Partnership for expenses which are received by the wholesalers in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. Also, you may use a portion of your Dealer-Manager fee to pay for permissible non-cash compensation. Under Rule 2810 of the NASD Conduct Rules, non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the following: (i) an accountable reimbursement for training and education meetings for associated persons of the selling agents; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent and its associated persons, provided that neither the managing general partner nor the dealer-manager directly or indirectly participates in the selling agent’s organization of a permissible non-cash compensation arrangement. In no event shall a selling agent receive non-cash compensation and a marketing fee if it represents more than .5% per unit. You shall retain any of the 7% Sales Commission and the 2.5% Dealer-Manager fee, the Sales Commissions, the % nonaccountable marketing expense fee and the % nonaccountable due diligence fee not reallowed to the Selling Agents or the wholesalers. You are responsible for ensuring that all non-cash compensation arrangements comply with NASD Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, only if the following conditions are met: (i) the registered representative obtains his Selling Agent’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his Selling Agent on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are met. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner Partner, may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission Commission, the % nonaccountable marketing expense fee, and the up to .5% reimbursement of the Selling Agents’ bona fide nonaccountable due diligence expenses, fee which shall not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee fee, the % nonaccountable marketing expense fee, and the up to .5% reimbursement of the Selling Agents’ bona fide nonaccountable due diligence expenses, fee which shall be paid to you. No more than 5% of the total Units offered shall be sold in the Partnerships shall be sold, in the aggregate, Partnership with the discounts described above. (d) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 $ in each the Partnership, excluding any optional subscription of the Managing General Partner and its Affiliates and the subscription discounts set forth in Section 4(c) of this Agreement, all proceeds received by you from the sale of Units in each the Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 $ as described above are received on or before the Offering Termination Date of a Partnership the Partnership, as described in Section 1 of this Agreement, the offering of Units in that the Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission Commission, the % nonaccountable marketing expense fee, and the up to .5% reimbursement of the Selling Agents’ bona fide nonaccountable due diligence expenses fee set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) all funds advanced by subscribers shall be returned to them with interest earned; and (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units. (e) Except as otherwise provided below, the fees, reimbursements, fees and Sales Commissions set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 $ as described above have been received by the respective Partnership and accepted by the respective PartnershipManaging General Partner; and (ii) the Partnership’s subscription proceeds have been released from the escrow account to the respective PartnershipManaging General Partner. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, fees and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your fees, reimbursements fees and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Offering Termination Date for the respective Partnership. All your remaining fees, reimbursements, fees and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the Offering Termination Date for the respective Partnership.

Compensation and Fees. (a) As Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on each Unit sold to investors in a Partnership who are situated and/or residents in the states of Minnesota and New Hampshire and whose subscriptions for Units are accepted by the Managing General Partner: (i) a 2.5% Dealer-Manager fee; (ii) a 7% Sales Commission; (iii) a .5% accountable marketing expense fee; and (iiiiv) an up to a .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses. (b) All of the up to Sales Commissions and the .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 7.5% Sales Commission shall accountable marketing expense fee may be reallowed to the Selling Agents as described in the Selling Agent Agreement with each Selling AgentAgents. A portion of the balance of the The 2.5% Dealer-Manager fee may shall be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. However, you may reduce the wholesaling fees by any reimbursements made by the Managing General Partner or the Partnership for expenses which are received by the wholesalers in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. Also, you may use a portion of your Dealer-Manager fee to pay for permissible non-cash compensation. Under Rule 2810 of the NASD Conduct Rules, non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the following: (i) an accountable reimbursement for training and education meetings for associated persons of the selling agents; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent and its associated persons, provided that neither the managing general partner nor the dealer-manager directly or indirectly participates in the selling agent’s organization of a permissible non-cash compensation arrangement. In no event shall a selling agent receive non-cash compensation and a marketing fee if it represents more than .5% per unit. You shall retain any of the 7.5% Sales Commission and the 2.5% Dealer-Manager accountable marketing expense fee not reallowed to the Selling Agents or the wholesalers. You are responsible for ensuring that all non-cash compensation arrangements comply with NASD Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, only if the following conditions are met: (i) the registered representative obtains his Selling Agent’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his Selling Agent on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are metAgents. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission Commission, the .5% accountable marketing expense fee, and the up to .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses, expenses which shall not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee fee, the .5% accountable marketing expense fee, and the up to .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses, expenses which shall be paid to you. No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, with the discounts described above. (d) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 1,000,000 in each Partnership, excluding excluding: (i) any optional subscription of the Managing General Partner and its Affiliates and Affiliates; and (ii) the subscription discounts set forth in Section 4(c) of this Agreement, ; all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 1,000,000 as described above are received on or before the Offering Termination Date of a Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission Commission, the .5% accountable marketing expense fee, and the up to .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) all funds advanced by subscribers shall be returned to them with interest earned; and (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units. (e) Except as otherwise provided below, the fees, reimbursements, and Sales Commissions set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 1,000,000 as described above have been received by the respective Partnership and accepted by the respective PartnershipManaging General Partner; and (ii) the Partnership's subscription proceeds have been released from the escrow account to the respective PartnershipManaging General Partner. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your fees, reimbursements reimbursements, and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Offering Termination Date for the respective Partnership. All your remaining fees, reimbursements, and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the Offering Termination Date for the respective Partnership.

Compensation and Fees. (a) As Subject to Section 4(c), as Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on the purchase price of each Unit sold to investors in a Partnership and whose subscriptions for Units are accepted by the Managing General Partner: (i) a 2.53% Dealer-Manager fee; (ii) a 7% Sales Commissionsales commission; and (iii) an up to .50.5% reimbursement of the Selling AgentsDealers’ bona fide accountable due diligence expenses. (b) All . Out of the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 7% Sales Commission shall be reallowed to the Selling Agents as described in the Selling Agent Agreement with each Selling Agent. A portion of the balance of the 2.5% Dealer-Manager fee may be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. Howeverset forth above, you may reduce pay the wholesaling fees Selling Dealers a marketing fee for their assistance in this Offering, and coordinating their sales efforts with yours, of up to a maximum of 1% of the purchase price of each Unit sold by any reimbursements made by them. You also shall have the Managing General Partner right, but not the obligation, to provide or reimburse Selling Dealers for the Partnership for following expenses which are received by the wholesalers they incur in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. Also, you may use a portion their offer and sale of your DealerUnits ( “Permissible Non-Manager fee to pay for permissible non-cash compensationCash Compensation”). Under Rule 2810 of the NASD FINRA Conduct Rules, nonthe reimbursable expenses composing Permissible Non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the followingCash Compensation are as follows: (i) an accountable reimbursement for bona fide training and education meetings for associated persons of the selling agentsSelling Dealers; (ii) gifts that do not exceed $100 per person per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent Selling Dealer and its associated persons, provided that neither the managing general partner Partnership, the General Partner nor the dealer-manager you directly or indirectly participates in the selling agentSelling Dealer’s organization of a permissible non-cash compensation arrangement. In Any reimbursements for Permissible Non-Cash Compensation shall be provided or reimbursed from the Dealer-Manager fee set forth above. (b) All of the sales commissions shall be reallowed to the Selling Dealers except for Units sold directly by you, and all of the up to 0.5% reimbursement of the Selling Dealers’ bona fide accountable due diligence expenses shall be reallowed to the Selling Dealers. Wholesaling fees, expense reimbursements and any salaries for the wholesalers in connection with the Partnership shall be reallowed to the wholesalers from the Dealer-Manager fee for subscriptions obtained through their efforts, however, the Dealer-Manager shall have no event shall a selling agent receive nonliability at any time to the wholesalers for any of those items in connection with the Partnership to the extent, if any, the wholesaling fees, expense reimbursements and salaries to the wholesalers exceed, in the aggregate, the Dealer-cash compensation and a marketing fee if it represents more than .5% per unitManager fee. You You, as Dealer-Manager, shall retain any of the 7% Sales Commission and the 2.5% Dealer-Manager fee not used for the Selling Dealers’ marketing C▇▇▇▇▇▇▇ Securities, Inc. Dealer-Manager Agreement fees or reallowed to the Selling Agents or wholesalers, which may be used for such items as Permissible Non-Cash Compensation, legal fees associated with the wholesalersunderwriting and salaries of dual employees of you and the Managing General Partner which are required to be included in underwriting compensation under FINRA Conduct Rule 2810 as determined jointly by the General Partner and you. You are responsible for ensuring that all non-cash compensation arrangements comply with NASD FINRA Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with bona fide meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, Dealer only if the following conditions are met: (i) the registered representative obtains his Selling AgentDealer’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his the Selling Agent Dealer on the achievement of a sales target; (ii) the location of the bona fide training and education meeting is appropriate to the purpose of the meeting as defined in NASD FINRA Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are met. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall be paid to you. No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, with the discounts described above. (d) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 in each Partnership, excluding any optional subscription of the Managing General Partner and its Affiliates and the subscription discounts set forth in Section 4(c) of this Agreement, all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 as described above are received on or before the Offering Termination Date of a Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) all funds advanced by subscribers shall be returned to them with interest earned; and (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units. (e) Except as otherwise provided below, the fees, reimbursements, and Sales Commissions set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 as described above have been received by the respective Partnership and accepted by the respective Partnership; and (ii) the subscription proceeds have been released from the escrow account to the respective Partnership. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your fees, reimbursements and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Offering Termination Date for the respective Partnership. All your remaining fees, reimbursements, and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the Offering Termination Date for the respective Partnership.

Compensation and Fees. (a) As Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on each Unit sold to investors in a Partnership whose subscriptions for Units are accepted by the Managing General Partner: (i) a 2.5% Dealer-Manager fee; (ii) a 7% Sales Commission; and (iii) an up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses. (b) All of the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 7% Sales Commission shall be reallowed to the Selling Agents as described in the Selling Agent Agreement with each Selling Agent. A portion of the balance of the 2.5% Dealer-Manager fee may be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. However, you may reduce the wholesaling fees by any reimbursements made by the Managing General Partner or the Partnership for expenses which are received by the wholesalers in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. Also, you may use a portion of your Dealer-Manager fee to pay for permissible non-cash compensation. Under Rule 2810 of the NASD FINRA Conduct Rules, non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the following: (i) an accountable reimbursement for training and education meetings for associated persons of the selling agents; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent and its associated persons, provided that neither the managing general partner nor the dealer-manager directly or indirectly participates in the selling agent’s organization of a permissible non-cash compensation arrangement. In no event shall a selling agent receive non-cash compensation and a marketing fee if it represents more than .5% per unit. You shall retain any of the 7% Sales Commission and the 2.5% Dealer-Manager fee not reallowed to the Selling Agents or the wholesalers. You are responsible for ensuring that all non-cash compensation arrangements comply with NASD FINRA Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, only if the following conditions are met: (i) the registered representative obtains his Selling Agent’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his Selling Agent on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD FINRA Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are met. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall be paid to you. No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, with the discounts described above. (d) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 in each Partnership, excluding any optional subscription of the Managing General Partner and its Affiliates and the subscription discounts set forth in Section 4(c) of this Agreement, all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 as described above are received on or before the Offering Termination Date of a Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) all funds advanced by subscribers shall be returned to them with interest earned; and (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units. (e) Except as otherwise provided below, the fees, reimbursements, and Sales Commissions set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 as described above have been received by the respective Partnership and accepted by the respective Partnership; and (ii) the subscription proceeds have been released from the escrow account to the respective Partnership. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your fees, reimbursements and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Offering Termination Date for the respective Partnership. All your remaining fees, reimbursements, and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the Offering Termination Date for the respective Partnership.

Compensation and Fees. (a) As Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on each Unit sold to investors in a Partnership who are situated and/or residents in states other than Minnesota and New Hampshire and whose subscriptions for Units are accepted by the Managing General Partner: (i) a 2.5% Dealer-Manager fee; (ii) a 7% Sales Commission; (iii) a .5% accountable marketing expense fee; and (iiiiv) an up to a .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses. (b) All of the up to .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 7% Sales Commission and .5% accountable marketing expense fee shall be reallowed to the Selling Agents as described in the Selling Agent Agreement with each Selling Agent. A portion of the balance Most, if not all, of the 2.5% Dealer-Manager fee may shall be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. However, you may reduce the wholesaling fees by efforts less any reimbursements made by the Managing General Partner or the Partnership for expenses which are received by Anthem Securities, Inc. 3 Dealer-Manager Agreement the wholesalers in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership wholesaler in connection with the Program. Also, you may use a portion of your Dealer-Manager fee to pay for permissible non-cash compensation. Under Rule 2810 of the NASD Conduct Rules, non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the following: (i) an accountable reimbursement for training and education meetings for associated persons of the selling agents; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent and its associated persons, provided that neither the managing general partner nor the dealer-manager directly or indirectly participates in the selling agent’s organization of a permissible non-cash compensation arrangement. In no event shall a selling agent receive non-cash compensation and a marketing fee if it represents more than .5% per unit. You shall retain any of the 7% Sales Commission and .5% accountable marketing expense fee not reallowed to the Selling Agents and any of the 2.5% Dealer-Manager fee not reallowed to the Selling Agents or the wholesalers. You are responsible for ensuring that all non-cash compensation arrangements comply with NASD Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, only if the following conditions are met: (i) the registered representative obtains his Selling Agent’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his Selling Agent on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are met. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission Commission, the .5% accountable marketing expense fee, and the up to .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses, expenses which shall not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee fee, the .5% accountable marketing expense fee, and the up to .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses, expenses which shall be paid to you. No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, with the discounts described above. (d) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 1,000,000 in each Partnership, excluding excluding: (i) any optional subscription of the Managing General Partner and its Affiliates and Affiliates; and (ii) the subscription discounts set forth in Section 4(c) of this Agreement, ; all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 1,000,000 as described above are received on or before the Offering Termination Date of a Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission Commission, the .5% accountable marketing expense fee, and the up to .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) all funds advanced by subscribers shall be returned to them with interest earned; and (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units.. Anthem Securities, Inc. 4 Dealer-Manager Agreement (e) Except as otherwise provided below, the fees, reimbursements, and Sales Commissions set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 1,000,000 as described above have been received by the respective Partnership and accepted by the respective PartnershipManaging General Partner; and (ii) the Partnership's subscription proceeds have been released from the escrow account to the respective PartnershipManaging General Partner. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your fees, reimbursements reimbursements, and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Offering Termination Date for the respective Partnership. All your remaining fees, reimbursements, and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the Offering Termination Date for the respective Partnership.

Compensation and Fees. (a) As Pending receipt of each Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) below, as Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on each Unit sold to investors in a Partnership whose subscriptions for Units are accepted by the Managing General Partner: (i) a 2.53% Dealer-Manager fee;; and (ii) a 7% Sales Commission; and (iii) an up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses. (b) All of the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 7% Sales Commission shall be reallowed to the Selling Agents Dealers as described in the Selling Agent Dealer Agreement with each Selling AgentDealer. A portion You shall reallow 1% of the balance of the 2.5% Dealer-Manager fee may be reallowed to certain wholesalers selected by the Managing General Partner to act as a wholesaler and who are registered with you, or if the wholesalers selected by the Managing General Partner are not registered with you, then to the wholesalers Selling Dealers they are associated with, as wholesaling fees for subscriptions obtained through their efforts. Additionally, the wholesalers shall be reimbursed by you, when you receive the amount of the reimbursements from the Managing General Partner, for expenses paid or incurred by the wholesalers in connection with the Partnership. However, you may reduce the wholesaling fees by any reimbursements made by the Managing General Partner or the Partnership for expenses which are received by the wholesalers in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. In addition, you shall receive from the Managing General Partner reimbursement of the Selling Dealers’ bona fide due diligence expenses in connection with the Program, all of which shall be reallowed to the Selling Dealers, provided that any bill presented by a Selling Dealer to you for reimbursement of costs associated with the Selling Dealer’s due diligence activities must be detailed and itemized. Also, you shall use a portion of your Dealer-Manager fees to pay up to a nonaccountable .5% marketing fee to the Selling Dealers, which may be reduced, in your discretion, in amount equal to your, or the Managing General Partner’s, costs to participate in the Selling Dealers’ national or regional sales conferences, and you shall use a portion of your Dealer-Manager fee to reallow a .5% per Unit early incentive fee to each Selling Dealer who sells one or more of the first 100 Units, in the aggregate, in each Partnership that are sold by all Selling Dealers and are accepted by the Managing General Partner. MDS Securities, LLC Dealer-Manager Agreement 3 You may use a portion of your Dealer-Manager fee fees to pay for permissible non-cash compensation. Under Rule 2810 of the NASD FINRA Conduct Rules, non-cash compensation means any form of compensation received in connection with the sale of the units Units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the following: (i) an accountable reimbursement for training and education meetings for associated persons of the selling agentsSelling Dealers; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment entertainment, which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent Selling Dealer and its associated persons, provided that neither the managing general partner Managing General Partner nor the dealerDealer-manager Manager directly or indirectly participates in the selling agenta Selling Dealer’s organization of a permissible non-cash compensation arrangement. In no event shall a selling agent receive non-cash compensation and a marketing fee if it represents more than .5% per unit. You shall retain any of the 7% Sales Commission and the 2.5% Dealer-Manager fee not reallowed to the Selling Agents or the wholesalers. You Managing General Partner are responsible for ensuring that all non-cash compensation arrangements comply with NASD FINRA Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling AgentDealer, only if the following conditions are met: (i) the registered representative obtains his Selling AgentDealer’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his Selling Agent Dealer on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD FINRA Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are met. You shall retain any of the 7% Sales Commission and the 3% Dealer-Manager fee not reallowed to the Selling Dealers or the wholesalers as described above. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.53% Dealer-Manager fee, fee and the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expensesCommission, which shall not be paid to you; and; (ii) registered investment advisors and their clients and Selling Agents Dealers and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.53% Dealer-Manager fee and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expensesfee, which shall be paid to you; and MDS Securities, LLC Dealer-Manager Agreement 4 (iii) with respect to volume sales of Units to single purchasers (as defined in the Prospectus) the following table sets forth the reduced Unit purchase price and Sales Commission payable to you on orders of $500,000 or more as described in the Prospectus: Dollar Volume of Units Purchased For A “Single” Purchaser Selling Commission For Incremental Unit in Volume Discount Range Purchase Price Per Unit to Investors $1,000 — $500,000 7.0% $ 10,000 500,001 — 1,000,000 6.0% 9,900 1,000,001 — 2,000,000 5.0% 9,800 2,000,001 — 3,000,000 4.0% 9,700 3,000,001 — 5,000,000 3.0% 9,600 For example, a single purchaser would receive 55.051 Units rather than 55 Units for an investment of $550,000 and the Sales Commission would be $38,030. The discount would be calculated as follows: On the first $500,000 of the investment there would be no discount and the purchaser would receive 50 Units at $10,000 per Unit. On the remaining $50,000, the per Unit price would be $9,900 and the purchaser would receive 5.051 Units. No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, sold with the discounts described in subparagraphs (i) and (ii) above. (d) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 in each Partnership, or the receipt of the minimum subscription proceeds with respect to Pennsylvania subscribers as provided in Section 6 of the Escrow Agreement, excluding any optional subscription of the Managing General Partner and its Affiliates and the subscription discounts set forth in Section 4(c) of this Agreement, all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 as described above are received on or before the Offering Termination Date of a Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement none of the Selling Agents’ bona fide due diligence expenses your compensation as set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) all funds advanced by subscribers shall be returned to them with interest earned; and (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents Dealers in connection with the offering of the Units. (e) Except as otherwise provided below, the feesDealer-Manager fee, reimbursementsSales Commissions, and Sales Commissions other fees and reimbursements set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 as described above have been received by the respective Partnership and accepted by the respective Partnership; andand MDS Securities, LLC Dealer-Manager Agreement 5 (ii) the subscription proceeds have been released from the escrow account to the respective Partnership. You shall reallow to the Selling Agents Dealers and the wholesalers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your Dealer-Manager fees, reimbursements and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents Dealers and wholesalers as described above approximately every two weeks until the respective Partnership’s Offering Termination Date for the respective PartnershipDate. All your remaining Dealer-Manager fees, reimbursements, and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the respective Partnership’s Offering Termination Date for the respective PartnershipDate.

Compensation and Fees. (a) As Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on each Unit sold to investors in a Partnership whose subscriptions for Units are accepted by the Managing General Partner: (i) a 2.5% Dealer-Manager fee; (ii) a 7% Sales Commission; and (iii) an up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses. (b) All of the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 7% Sales Commission shall be reallowed to the Selling Agents as described in the Selling Agent Agreement with each Selling Agent. A portion of the balance of the 2.5% Dealer-Manager fee may be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. However, you may reduce the wholesaling fees by any reimbursements made by the Managing General Partner or the Partnership for expenses which are received by the wholesalers in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. Also, you may use a portion of your Dealer-Manager fee to pay for permissible non-cash compensation. Under Rule 2810 of the NASD Conduct Rules, non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the following: (i) an accountable reimbursement for training and education meetings for associated persons of the selling agents; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target;; Anthem Securities, Inc. Dealer-Manager Agreement (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent and its associated persons, provided that neither the managing general partner nor the dealer-manager directly or indirectly participates in the selling agent’s organization of a permissible non-cash compensation arrangement. In no event shall a selling agent receive non-cash compensation and a marketing fee if it represents more than .5% per unit. You shall retain any of the 7% Sales Commission and the 2.5% Dealer-Manager fee not reallowed to the Selling Agents or the wholesalers. You are responsible for ensuring that all non-cash compensation arrangements comply with NASD Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, only if the following conditions are met: (i) the registered representative obtains his Selling Agent’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his Selling Agent on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are met. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall be paid to you. Anthem Securities, Inc. Dealer-Manager Agreement No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, with the discounts described above. (d) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 in each Partnership, excluding any optional subscription of the Managing General Partner and its Affiliates and the subscription discounts set forth in Section 4(c) of this Agreement, all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 as described above are received on or before the Offering Termination Date of a Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) all funds advanced by subscribers shall be returned to them with interest earned; and (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units. (e) Except as otherwise provided below, the fees, reimbursements, and Sales Commissions set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 as described above have been received by the respective Partnership and accepted by the respective Partnership; and (ii) the subscription proceeds have been released from the escrow account to the respective Partnership. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your fees, reimbursements and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Offering Termination Date for the respective Partnership. All your remaining fees, reimbursements, and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the Offering Termination Date for the respective Partnership.

Compensation and Fees. (a) As Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on each Unit sold to investors in a Partnership who are situated and/or residents in states other than Minnesota and New Hampshire and whose subscriptions for Units are accepted by the Managing General Partner: (i) a 2.5% Dealer-Manager fee; (ii) a 7% Sales Commission; (iii) a .5% accountable marketing expense fee; and (iiiiv) an up to a .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses. (b) All of the up to Sales Commissions and the .5% reimbursement of the Selling Agents’ bona fide ' bonafide accountable due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 7.5% Sales Commission shall accountable marketing expense fee may be reallowed to the Selling Agents as described in the Selling Agent Agreement with each Selling AgentAgents. A portion of the balance of the The 2.5% Dealer-Manager fee may shall be reallowed to the wholesalers as wholesaling fees for Anthem Securities, Inc. Dealer-Manager Agreement subscriptions obtained through their efforts. However, you may reduce the wholesaling fees by any reimbursements made by the Managing General Partner or the Partnership for expenses which are received by the wholesalers in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. Also, you may use a portion of your Dealer-Manager fee to pay for permissible non-cash compensation. Under Rule 2810 of the NASD Conduct Rules, non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the following: (i) an accountable reimbursement for training and education meetings for associated persons of the selling agents; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent and its associated persons, provided that neither the managing general partner nor the dealer-manager directly or indirectly participates in the selling agent’s organization of a permissible non-cash compensation arrangement. In no event shall a selling agent receive non-cash compensation and a marketing fee if it represents more than .5% per unit. You shall retain any of the 7.5% Sales Commission and the 2.5% Dealer-Manager accountable marketing expense fee not reallowed to the Selling Agents or the wholesalers. You are responsible for ensuring that all non-cash compensation arrangements comply with NASD Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, only if the following conditions are met: (i) the registered representative obtains his Selling Agent’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his Selling Agent on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are metAgents. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission Commission, the .5% accountable marketing expense fee, and the up to .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses, expenses which shall not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee fee, the .5% accountable marketing expense fee, and the up to .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses, expenses which shall be paid to you. No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, with the discounts described above. (d) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 1,000,000 in each Partnership, excluding excluding: (i) any optional subscription of the Managing General Partner and its Affiliates and Affiliates; and (ii) the subscription discounts set forth in Section 4(c) of this Agreement, ; all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 1,000,000 as described above are received on or before the Offering Termination Date of a Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission Commission, the .5% accountable marketing expense fee, and the up to .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) all funds advanced by subscribers shall be returned to them with interest earned; and (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units.. Anthem Securities, Inc. Dealer-Manager Agreement (e) Except as otherwise provided below, the fees, reimbursements, and Sales Commissions set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 1,000,000 as described above have been received by the respective Partnership and accepted by the respective PartnershipManaging General Partner; and (ii) the Partnership's subscription proceeds have been released from the escrow account to the respective PartnershipManaging General Partner. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your fees, reimbursements reimbursements, and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Offering Termination Date for the respective Partnership. All your remaining fees, reimbursements, and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the Offering Termination Date for the respective Partnership.

Compensation and Fees. (a) As Subject to Section 4(c), as Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on the purchase price of each Unit sold to investors in a Partnership and whose subscriptions for Units are accepted by the Managing General Partner: (i) a 2.53% Dealer-Manager fee;; ▇▇▇▇▇▇▇▇ Securities, Inc. Dealer-Manager Agreement (ii) a 7% Sales Commissionsales commission; and (iii) an up to .5% reimbursement of the Selling AgentsDealers’ bona fide accountable due diligence expenses. (b) All . Out of the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 7% Sales Commission shall be reallowed to the Selling Agents as described in the Selling Agent Agreement with each Selling Agent. A portion of the balance of the 2.53% Dealer-Manager fee may be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. Howeverset forth above, you may reduce pay the wholesaling fees Selling Dealers a marketing fee for their assistance in this Offering, and coordinating their sales efforts with yours, of up to a maximum of 1% of the purchase price of each Unit sold by any reimbursements made by them. You also shall have the Managing General Partner right, but not the obligation, to provide or reimburse Selling Dealers for the Partnership for following expenses which are received by the wholesalers they incur in connection with their offer and sale of Units (the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. Also, you may use a portion of your Dealer“Permissible Non-Manager fee to pay for permissible non-cash compensationCash Compensation”). Under Rule 2810 of the NASD Conduct Rules, nonthe reimbursable expenses composing Permissible Non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the followingCash Compensation are as follows: (i) an accountable reimbursement for bona fide training and education meetings for associated persons of the selling agentsSelling Dealers; (ii) gifts that do not exceed $100 per person per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent Selling Dealer and its associated persons, provided that neither the managing general partner Partnership, the General Partner nor the dealer-manager you directly or indirectly participates in the selling agentSelling Dealer’s organization of a permissible non-cash compensation arrangement. In no event Any reimbursements for Permissible Non-Cash Compensation shall a selling agent receive nonbe provided or reimbursed from the Dealer-cash compensation Manager fee set forth above. (b) All of the sales commissions shall be reallowed to the Selling Dealers except for Units sold directly by you, and a marketing fee if it represents more than all of the up to .5% per unit. You shall retain any reimbursement of the 7% Sales Commission Selling Dealers’ bona fide accountable due diligence expenses shall be reallowed to the Selling Dealers. Wholesaling fees, expense reimbursements and any salaries for the 2.5wholesalers in connection with the Partnership shall be reallowed to the wholesalers from the 3% Dealer-Manager fee for subscriptions obtained through their efforts, however, the Dealer-Manager shall have no liability at any time to the wholesalers for any of those items in connection with the Partnership to the extent, if any, the wholesaling fees, expense reimbursements and salaries to the wholesalers exceed, in the aggregate, the 3% Dealer-Manager fee. You, as Dealer-Manager, shall retain any Dealer-Manager fee not used for the Selling Dealers’ marketing fees or reallowed to the Selling Agents or wholesalers, which may be used for such items as Permissible Non-Cash Compensation, legal fees associated with the wholesalersunderwriting and salaries of dual employees of you and the Managing General Partner which are required to be included in underwriting compensation under NASD Conduct Rule 2810 as determined jointly by the General Partner and you. ▇▇▇▇▇▇▇▇ Securities, Inc. Dealer-Manager Agreement You are responsible for ensuring that all non-cash compensation arrangements comply with NASD Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with bona fide meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, Dealer only if the following conditions are met: (i) the registered representative obtains his Selling AgentDealer’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his the Selling Agent Dealer on the achievement of a sales target; (ii) the location of the bona fide training and education meeting is appropriate to the purpose of the meeting as defined in NASD Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are met. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall be paid to you. No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, with the discounts described above. (d) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 in each Partnership, excluding any optional subscription of the Managing General Partner and its Affiliates and the subscription discounts set forth in Section 4(c) of this Agreement, all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 as described above are received on or before the Offering Termination Date of a Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) all funds advanced by subscribers shall be returned to them with interest earned; and (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units. (e) Except as otherwise provided below, the fees, reimbursements, and Sales Commissions set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 as described above have been received by the respective Partnership and accepted by the respective Partnership; and (ii) the subscription proceeds have been released from the escrow account to the respective Partnership. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your fees, reimbursements and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Offering Termination Date for the respective Partnership. All your remaining fees, reimbursements, and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the Offering Termination Date for the respective Partnership.

Compensation and Fees. (a) As Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on each Unit sold to investors in a Partnership who are situated and/or residents in states other than Minnesota and New Hampshire and whose subscriptions for Units are accepted by the Managing General Partner: (i) a 2.5% Dealer-Manager fee; (ii) a 7% Sales Commission; and; (iii) an up to a .5% reimbursement of the Selling Agents’ bona fide due diligence expenses. (b) All of the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses shall be reallowed to the Selling Agentsaccountable Reimbursement for Permissible Non-Cash Compensation which, and all or a portion of the 7% Sales Commission shall be reallowed to the Selling Agents as described in the Selling Agent Agreement with each Selling Agent. A portion of the balance of the 2.5% Dealer-Manager fee may be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. However, you may reduce the wholesaling fees by any reimbursements made by the Managing General Partner or the Partnership for expenses which are received by the wholesalers in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. Also, you may use a portion of your Dealer-Manager fee to pay for permissible non-cash compensation. Under under Rule 2810 of the NASD Conduct Rules, non-cash compensation means any form is composed of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the following: (iA) an accountable reimbursement for training and education meetings for associated persons of the selling agentsSelling Agents meeting the requirements set forth in Section 4(b), below; (iiB) gifts that do not exceed $100 per year and are is not preconditioned on the achievement of a sales target;; Anthem Securities, Inc. 3 Dealer-Manager Agreement (iiiC) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (ivD) contributions to a non-cash compensation arrangement between a selling agent Selling Agent and its associated persons, provided that neither the managing general partner we nor the dealer-manager you directly or indirectly participates participate in the selling agent’s Selling Agent's organization of a the permissible non-cash compensation arrangement. In no event shall a selling agent receive non-cash compensation and a marketing fee if it represents more than ; and (iv) an up to .5% per unitreimbursement of the Selling Agents' bona fide accountable due diligence expenses. (b) All of the up to .5% reimbursement of the Selling Agents' bona fide accountable due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 7% Sales Commission and the .5% Reimbursement for Permissible Non-Cash Compensation shall be reallowed to the Selling Agents as described in the Selling Agent Agreement with each Selling Agent. Most, if not all, of the remaining balance of the 2.5% Dealer-Manager fee shall be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts less any reimbursements made by the Managing General Partner or the Partnership for expenses which are received by the wholesalers in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program and any salaries for the wholesalers in connection with the Program. You, as Dealer-Manager, shall retain any Dealer-Manager fee not reallowed to the wholesalers, which may be used for such items as legal fees associated with the underwriting and salaries of dual employees of you and the Managing General Partner which are required to be included in underwriting compensation under NASD Conduct Rule 2810 as determined jointly by the Managing General Partner and you. You shall retain retain: (i) any of the 7% Sales Commission and not reallowed to the Selling Agents; (ii) any of the .5% accountable Reimbursement for Permissible Non-Cash Compensation not paid or reimbursed to the Selling Agents by you or the Managing General Partner; and (iii) any of the remaining balance of the 2.5% Dealer-Manager fee not reallowed to the Selling Agents or wholesalers pursuant to the wholesalersfirst paragraph of this Section 4(b). You are responsible for ensuring that all non-cash compensation arrangements comply with NASD Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, only if the following conditions are met: (i) the registered representative obtains his Selling Agent’s 's prior approval to attend the meeting and attendance by the registered representative is not conditioned by his Selling Agent on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD Conduct Rule 2810;; Anthem Securities, Inc. 4 Dealer-Manager Agreement (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are met. Non-cash compensation means any form of compensation received in connection with the sale of the Units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission Commission, the .5% accountable Reimbursement for Permissible Non-Cash Compensation, and the up to .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses, which shall not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee fee, the .5% accountable Reimbursement for Permissible Non-Cash Compensation, and the up to .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses, expenses which shall be paid to you. No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, with the discounts described above. (d) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 in each Partnership, excluding excluding: (i) any optional subscription of the Managing General Partner and its Affiliates and Affiliates; and (ii) the subscription discounts set forth in Section 4(c) of this Agreement, ; all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 as described above are received on or before the Offering Termination Date of a Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission Commission, the .5% accountable Reimbursement for Permissible Non-Cash Compensation, and the up to .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) all funds advanced by subscribers shall be returned to them with interest earned; andand Anthem Securities, Inc. 5 Dealer-Manager Agreement (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units. (e) Except as otherwise provided below, the fees, reimbursements, and Sales Commissions set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 as described above have been received by the respective Partnership and accepted by the respective Partnership; and (ii) the subscription proceeds have been released from the escrow account to the respective Partnership. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your fees, reimbursements fees and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Offering Termination Date for the respective Partnership. All your remaining fees, reimbursements, fees and Sales Commissions and your reimbursements shall be paid to you by the Managing General Partner no later than fourteen business days after the Offering Termination Date for the respective Partnership.

Compensation and Fees. (a) As Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on each Unit sold to investors who are situated and/or residents in a Partnership the states of Minnesota and New Hampshire and whose subscriptions for Units are accepted by the Managing General Partner: (i) a 2.5% Dealer-Manager fee; (ii) a 7% Sales Commission; (iii) a .5% nonaccountable reimbursement of marketing expenses; and (iiiiv) an up to a .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses.. ▇▇▇▇▇ Funding, Inc. 2 Dealer-Manager Agreement (b) All of the up to Sales Commissions and the .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 7.5% Sales Commission nonaccountable marketing expense reimbursement shall be reallowed to the Selling Agents as described in the Selling Agent Agreement with each Selling AgentAgents. A portion of the balance of the The 2.5% Dealer-Manager fee may shall be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. However, you may reduce the wholesaling fees by any reimbursements made by the Managing General Partner or the Partnership for expenses which are received by the wholesalers in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. Also, you may use a portion of your Dealer-Manager fee to pay for permissible non-cash compensation. Under Rule 2810 of the NASD Conduct Rules, non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the following: (i) an accountable reimbursement for training and education meetings for associated persons of the selling agents; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent and its associated persons, provided that neither the managing general partner nor the dealer-manager directly or indirectly participates in the selling agent’s organization of a permissible non-cash compensation arrangement. In no event shall a selling agent receive non-cash compensation and a marketing fee if it represents more than .5% per unit. You shall retain any of the 7.5% Sales Commission and the 2.5% Dealer-Manager fee nonaccountable marketing expense reimbursement not reallowed to the Selling Agents or the wholesalers. You are responsible for ensuring that all non-cash compensation arrangements comply with NASD Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, only if the following conditions are met: (i) the registered representative obtains his Selling Agent’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his Selling Agent on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are metAgents. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission Commission, the .5% nonaccountable marketing expense reimbursement, and the up to .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses, expenses which shall not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee fee, the .5% nonaccountable marketing expense reimbursement, and the up to .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses, expenses which shall be paid to you. No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, with the discounts described above. (d) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 in each Partnership1,000,000, excluding excluding: (i) any optional subscription of the Managing General Partner and its Affiliates and Affiliates; and (ii) the subscription discounts set forth in Section 4(c) of this Agreement, ; all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 1,000,000 as described above are received on or before the Offering Termination Date of a Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission Commission, the .5% nonaccountable marketing expense reimbursement, and the up to .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) all funds advanced by subscribers shall be returned to them with interest earned; and (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units.. ▇▇▇▇▇ Funding, Inc. 3 Dealer-Manager Agreement (e) Except as otherwise provided below, the fees, reimbursements, and Sales Commissions set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 1,000,000 as described above have been received by the respective Partnership and accepted by the respective PartnershipManaging General Partner; and (ii) the subscription proceeds have been released from the escrow account to the respective PartnershipManaging General Partner. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your fees, reimbursements reimbursements, and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Offering Termination Date for the respective Partnership. All Date, and all your remaining fees, reimbursements, and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the Offering Termination Date for the respective PartnershipDate.

Compensation and Fees. (a) As Subject to Section 4(c), as Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on the purchase price of each Unit sold to investors in a Partnership and whose subscriptions for Units are accepted by the Managing General Partner:: ▇▇▇▇▇▇▇▇ Securities, Inc. 3 Dealer-Manager Agreement (i) a 2.53% Dealer-Manager fee; (ii) a 7% Sales Commissionsales commission; and (iii) an up to .5% reimbursement of the Selling AgentsDealers’ bona fide accountable due diligence expenses. (b) All . Out of the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 7% Sales Commission shall be reallowed to the Selling Agents as described in the Selling Agent Agreement with each Selling Agent. A portion of the balance of the 2.53% Dealer-Manager fee may be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. Howeverset forth above, you may reduce pay the wholesaling fees Selling Dealers a marketing fee for their assistance in this Offering, and coordinating their sales efforts with yours, of up to a maximum of 1% of the purchase price of each Unit sold by any reimbursements made by them. You also shall have the Managing General Partner right, but not the obligation, to provide or reimburse Selling Dealers for the Partnership for following expenses which are received by the wholesalers they incur in connection with their offer and sale of Units (the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. Also, you may use a portion of your Dealer“Permissible Non-Manager fee to pay for permissible non-cash compensationCash Compensation”). Under Rule 2810 of the NASD Conduct Rules, nonthe reimbursable expenses composing Permissible Non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the followingCash Compensation are as follows: (i) an accountable reimbursement for training and education meetings for associated persons of the selling agentsSelling Dealers; (ii) gifts that do not exceed $100 per person per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent Selling Dealer and its associated persons, provided that neither the managing general partner Partnership, the General Partner nor the dealer-manager you directly or indirectly participates in the selling agentSelling Dealer’s organization of a permissible non-cash compensation arrangement. In no event Any reimbursements for Permissible Non-Cash Compensation shall a selling agent receive nonbe provided or reimbursed from the Dealer-cash compensation Manager fee set forth above. (b) All of the sales commissions shall be reallowed to the Selling Dealers except for Units sold directly by you, and a marketing fee if it represents more than all of the up to .5% per unit. You shall retain any reimbursement of the 7% Sales Commission Selling Dealers’ bona fide accountable due diligence expenses shall be reallowed to the Selling Dealers. Wholesaling fees, expense reimbursements and any salaries for the 2.5wholesalers in connection with the Partnership shall be reallowed to the wholesalers from the 3% Dealer-Manager fee for subscriptions obtained through their efforts, however, the Dealer-Manager shall have no liability at any time to the wholesalers for any of those items in connection with the Partnership to the extent, if any, the wholesaling fees, expense reimbursements and salaries to the wholesalers exceed, in the aggregate, the 3% Dealer-Manager fee. You, as Dealer-Manager, shall retain any Dealer-Manager fee not used for the Selling Dealers’ marketing fees or reallowed to the Selling Agents or wholesalers, which may be used for such items as Permissible Non-Cash Compensation, legal fees associated with the wholesalersunderwriting and salaries of dual employees of you and the Managing General Partner which are required to be included in underwriting compensation under NASD Conduct Rule 2810 as determined jointly by the General Partner and you. ▇▇▇▇▇▇▇▇ Securities, Inc. 4 Dealer-Manager Agreement You are responsible for ensuring that all non-cash compensation arrangements comply with NASD Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, Dealer only if the following conditions are met: (i) the registered representative obtains his Selling AgentDealer’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his the Selling Agent Dealer on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are met. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall be paid to you. No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, with the discounts described above. (d) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 in each Partnership, excluding any optional subscription of the Managing General Partner and its Affiliates and the subscription discounts set forth in Section 4(c) of this Agreement, all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 as described above are received on or before the Offering Termination Date of a Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) all funds advanced by subscribers shall be returned to them with interest earned; and (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units. (e) Except as otherwise provided below, the fees, reimbursements, and Sales Commissions set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 as described above have been received by the respective Partnership and accepted by the respective Partnership; and (ii) the subscription proceeds have been released from the escrow account to the respective Partnership. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your fees, reimbursements and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Offering Termination Date for the respective Partnership. All your remaining fees, reimbursements, and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the Offering Termination Date for the respective Partnership.

Compensation and Fees. (a) As Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on each Unit sold to investors in a the Partnership and whose subscriptions for Units are accepted by the Managing General Partner: (i) a 2.5% Dealer-Manager fee; (ii) a 7% Sales Commission; (iii) a 1.5% nonaccountable marketing expense fee; and (iiiiv) an up to a .5% reimbursement of the Selling Agents’ bona fide nonaccountable due diligence expensesfee. (b) All or a portion of the up to .5% reimbursement of Sales Commissions, the Selling Agents’ bona fide nonaccountable due diligence expenses shall fee and the nonaccountable marketing expense fee may be reallowed to the Selling Agents. Additionally, and all or a portion of you may reduce the 71.5% Sales Commission shall be reallowed nonaccountable marketing expense fee payable to the Selling Agents as described set forth in Section 2(a)(iii) of the Selling Agent Agreement with each and you may reduce the .5% nonaccountable due diligence fee payable to the Selling Agent. A portion Agents as set forth in Section 2(a)(ii) of the balance Selling Agent Agreement. Of the 2.5% Dealer-Manager fee, some or all may be reallowed to the wholesalers for subscriptions obtained through their efforts. You shall retain any of the 2.5% Dealer-Manager fee, the Sales Commissions, the 1.5% nonaccountable marketing expense fee may be reallowed to and the wholesalers as wholesaling fees for subscriptions obtained through their efforts. However, you may reduce the wholesaling fees by any reimbursements made by the Managing General Partner or the Partnership for expenses which are received by the wholesalers in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. Also, you may use a portion of your Dealer-Manager fee to pay for permissible non-cash compensation. Under Rule 2810 of the NASD Conduct Rules, non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the following: (i) an accountable reimbursement for training and education meetings for associated persons of the selling agents; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent and its associated persons, provided that neither the managing general partner nor the dealer-manager directly or indirectly participates in the selling agent’s organization of a permissible non-cash compensation arrangement. In no event shall a selling agent receive non-cash compensation and a marketing fee if it represents more than .5% per unit. You shall retain any of the 7% Sales Commission and the 2.5% Dealer-Manager nonaccountable due diligence fee not reallowed to the Selling Agents or the wholesalers. You are responsible for ensuring that all non-cash compensation arrangements comply with NASD Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, only if the following conditions are met: (i) the registered representative obtains his Selling Agent’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his Selling Agent on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are met. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner Partner, may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission Commission, the 1.5% nonaccountable marketing expense fee, and the up to .5% reimbursement of the Selling Agents’ bona fide nonaccountable due diligence expenses, fee which shall not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee fee, the 1.5% nonaccountable marketing expense fee, and the up to .5% reimbursement of the Selling Agents’ bona fide nonaccountable due diligence expenses, fee which shall be paid to you. No more than 5% of the total Units offered shall be sold in the Partnerships shall be sold, in the aggregate, Partnership with the discounts described above. (d) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 in each the Partnership, excluding any optional subscription of the Managing General Partner and its Affiliates and the subscription discounts set forth in Section 4(c) of this Agreement, all proceeds received by you from the sale of Units in each the Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 as described above are received on or before the Offering Termination Date of a Partnership the Partnership, as described in Section 1 of this Agreement, the offering of Units in that the Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission Commission, the 1.5% nonaccountable marketing expense fee, and the up to .5% reimbursement of the Selling Agents’ bona fide nonaccountable due diligence expenses fee set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) all funds advanced by subscribers shall be returned to them with interest earned; and (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units. (e) Except as otherwise provided below, the fees, reimbursements, fees and Sales Commissions set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 as described above have been received by the respective Partnership and accepted by the respective PartnershipManaging General Partner; and (ii) the Partnership’s subscription proceeds have been released from the escrow account to the respective PartnershipManaging General Partner. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, fees and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your fees, reimbursements fees and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Offering Termination Date for the respective Partnership. All your remaining fees, reimbursements, fees and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the Offering Termination Date for the respective Partnership.

Compensation and Fees. (a) As Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on each Unit sold to investors in a Partnership whose subscriptions for Units are accepted by the Managing General Partner: (i) a 2.5% Dealer-Manager fee; (ii) a 7% Sales Commission; and (iii) an up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses. (b) All of the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 7% Sales Commission shall be reallowed to the Selling Agents as described in the Selling Agent Agreement with each Selling Agent. A portion of the balance of the 2.5% Dealer-Manager fee may be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. However, you may reduce the wholesaling fees by any reimbursements made by the Managing General Partner or the Partnership for expenses which are received by the wholesalers in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. Also, you may use a portion of your Dealer-Manager fee to pay for permissible non-cash compensation. Under Rule 2810 of the NASD FINRA Conduct Rules, non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the following: (i) an accountable reimbursement for training and education meetings for associated persons of the selling agents; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target;; Anthem Securities, Inc. Dealer-Manager Agreement (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent and its associated persons, provided that neither the managing general partner nor the dealer-manager directly or indirectly participates in the selling agent’s organization of a permissible non-cash compensation arrangement. In no event shall a selling agent receive non-cash compensation and a marketing fee if it represents more than .5% per unit. You shall retain any of the 7% Sales Commission and the 2.5% Dealer-Manager fee not reallowed to the Selling Agents or the wholesalers. You are responsible for ensuring that all non-cash compensation arrangements comply with NASD FINRA Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, only if the following conditions are met: (i) the registered representative obtains his Selling Agent’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his Selling Agent on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD FINRA Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are met. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall be paid to you. Anthem Securities, Inc. Dealer-Manager Agreement No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, with the discounts described above. (d) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 in each Partnership, excluding any optional subscription of the Managing General Partner and its Affiliates and the subscription discounts set forth in Section 4(c) of this Agreement, all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 as described above are received on or before the Offering Termination Date of a Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) all funds advanced by subscribers shall be returned to them with interest earned; and (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units. (e) Except as otherwise provided below, the fees, reimbursements, and Sales Commissions set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 as described above have been received by the respective Partnership and accepted by the respective Partnership; and (ii) the subscription proceeds have been released from the escrow account to the respective Partnership. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your fees, reimbursements and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Offering Termination Date for the respective Partnership. All your remaining fees, reimbursements, and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the Offering Termination Date for the respective Partnership.

Compensation and Fees. (a) As Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on each Unit sold to investors who are situated and/or residents in a Partnership states other than Minnesota and New Hampshire and whose subscriptions for Units are accepted by the Managing General Partner: (i) a 2.5% Dealer-Manager fee; (ii) a 7% Sales Commission; and; (iii) an up to a .5% nonaccountable reimbursement of marketing expenses; and Anthem Securities, Inc. 2 Dealer-Manager Agreement (iv) a .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses. (b) All of the up to Sales Commissions and the .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 7.5% Sales Commission nonaccountable marketing expense reimbursement shall be reallowed to the Selling Agents as described in the Selling Agent Agreement with each Selling AgentAgents. A portion of the balance of the The 2.5% Dealer-Manager fee may shall be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. However, you may reduce the wholesaling fees by any reimbursements made by the Managing General Partner or the Partnership for expenses which are received by the wholesalers in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. Also, you may use a portion of your Dealer-Manager fee to pay for permissible non-cash compensation. Under Rule 2810 of the NASD Conduct Rules, non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the following: (i) an accountable reimbursement for training and education meetings for associated persons of the selling agents; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent and its associated persons, provided that neither the managing general partner nor the dealer-manager directly or indirectly participates in the selling agent’s organization of a permissible non-cash compensation arrangement. In no event shall a selling agent receive non-cash compensation and a marketing fee if it represents more than .5% per unit. You shall retain any of the 7.5% Sales Commission and the 2.5% Dealer-Manager fee nonaccountable marketing expense reimbursement not reallowed to the Selling Agents or the wholesalers. You are responsible for ensuring that all non-cash compensation arrangements comply with NASD Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, only if the following conditions are met: (i) the registered representative obtains his Selling Agent’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his Selling Agent on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are metAgents. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission Commission, the .5% nonaccountable marketing expense reimbursement, and the up to .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses, expenses which shall not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee fee, the .5% nonaccountable marketing expense reimbursement, and the up to .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses, expenses which shall be paid to you. No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, with the discounts described above. (d) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 in each Partnership1,000,000, excluding excluding: (i) any optional subscription of the Managing General Partner and its Affiliates and Affiliates; and (ii) the subscription discounts set forth in Section 4(c) of this Agreement, ; all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 1,000,000 as described above are received on or before the Offering Termination Date of a Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission Commission, the .5% nonaccountable marketing expense reimbursement, and the up to .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses set forth in Section 4(a) of this Agreement shall not be payable to you;; Anthem Securities, Inc. 3 Dealer-Manager Agreement (ii) all funds advanced by subscribers shall be returned to them with interest earned; and (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units. (e) Except as otherwise provided below, the fees, reimbursements, and Sales Commissions set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 1,000,000 as described above have been received by the respective Partnership and accepted by the respective PartnershipManaging General Partner; and (ii) the subscription proceeds have been released from the escrow account to the respective PartnershipManaging General Partner. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your fees, reimbursements reimbursements, and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Offering Termination Date for the respective Partnership. All Date, and all your remaining fees, reimbursements, and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the Offering Termination Date for the respective PartnershipDate.

Compensation and Fees. (a) As Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on each Unit sold to investors in a Partnership who are situated and/or residents in states other than Minnesota and New Hampshire and whose subscriptions for Units are accepted by the Managing General Partner: (i) a 2.53.5% Dealer-Manager fee; (ii) a 7an 8% Sales Commission; (iii) a 1.5% nonaccountable marketing expense fee; and (iiiiv) an up to a .5% reimbursement of the Selling Agents’ bona fide nonaccountable due diligence expensesfee. (b) All or a portion of the up to .5% reimbursement of Sales Commissions, the Selling Agents’ bona fide nonaccountable due diligence expenses shall fee and the nonaccountable marketing expense fee may be reallowed to the Selling Agents. Additionally, and all or a portion of you may reduce the 71.5% Sales Commission shall be reallowed nonaccountable marketing expense fee payable to the Selling Agents as described set forth in Section 2(a)(iii) of the Selling Agent Agreement with each Selling AgentAgreement. A portion of Of the balance of the 2.53.5% Dealer-Manager fee fee, up to 3.0% may be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. However, you may reduce the wholesaling fees by any reimbursements made by the Managing General Partner or the Partnership for expenses which are received by the wholesalers in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. Also, you may use a portion of your Dealer-Manager fee to pay for permissible non-cash compensation. Under Rule 2810 of the NASD Conduct Rules, non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the following: (i) an accountable reimbursement for training and education meetings for associated persons of the selling agents; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent and its associated persons, provided that neither the managing general partner nor the dealer-manager directly or indirectly participates in the selling agent’s organization of a permissible non-cash compensation arrangement. In no event shall a selling agent receive non-cash compensation and a marketing fee if it represents more than .5% per unit. You shall retain any of the 7% Sales Commission and the 2.53.5% Dealer-Manager fee, the Sales Commissions, the 1.5% nonaccountable marketing expense fee and the .5% nonaccountable due diligence fee not reallowed to the Selling Agents or the wholesalers. You are responsible for ensuring that all non-cash compensation arrangements comply with NASD Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, only if the following conditions are met: (i) the registered representative obtains his Selling Agent’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his Selling Agent on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are met. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner Partner, may subscribe to Units for a subscription price reduced by the 2.53.5% Dealer-Manager fee, the 78% Sales Commission Commission, the 1.5% nonaccountable marketing expense fee, and the up to .5% reimbursement of the Selling Agents’ bona fide nonaccountable due diligence expenses, fee which shall not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 78% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.53.5% Dealer-Manager fee fee, the 1.5% nonaccountable marketing expense fee, and the up to .5% reimbursement of the Selling Agents’ bona fide nonaccountable due diligence expenses, fee which shall be paid to you. No more than 510% of the total Units sold in the Partnerships (i.e. 240 Units) shall be sold, in the aggregatePartnerships combined, with the discounts described above. (d) As an additional incentive, to the extent permitted by applicable law and subject to the receipt of the minimum subscription proceeds as described in Section 4(e) of this Agreement, each broker/dealer, including you and the Selling Agents, which has one or more registered representatives and/or principals who sell subscriptions of at least six Units each in either Partnership or in both Partnerships combined shall share in payments from the Managing General Partner equal to 1% of both Partnerships' production revenues less the related operating costs, administrative costs, direct costs, and other costs not specifically allocated. A broker/dealer's participation in these payments shall be in the ratio which the total amount of Units sold by all of the broker/dealer's registered representatives and/or principals who sell subscriptions of at least six Units each in either Partnership or in both Partnerships combined bears to the total amount of subscriptions sold by all registered representatives and/or principals (including registered representatives and principals of the Dealer-Manager) in all of the states (including Minnesota and New Hampshire) who sell subscriptions of at least six Units each in either Partnership or in both Partnerships combined. The portion of these payments attributable to Units sold by the Selling Agents shall be reallowed by you to the qualifying Selling Agents. These payments shall be made quarterly. (e) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 1,000,000 in each Partnership, excluding any optional subscription of the Managing General Partner and its Affiliates and the subscription discounts set forth in Section 4(c) of this Agreement, all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. In this regard, a supplement to the Private Placement Memorandum describing the specified prospects for each respective Partnership will be distributed to the investors and offerees in that particular Partnership. If an investor in a Partnership subscribed before he received that Partnership's supplement, he will have a right to reaffirm or withdraw his subscription as described in the supplement. If the investor withdraws his subscription or the Managing General Partner does not receive the investor's reaffirmation of his subscription within the time period described in the supplement, then his subscription will be promptly returned to him. If an investor in a Partnership has a right to withdraw his subscription as described above, then the investor's subscription proceeds will not be included in the minimum subscription proceeds of $1,000,000 required by the Partnership to close and break escrow until and unless the Managing General Partner timely receives the investor's reaffirmation of his subscription. Unless at least the minimum subscription proceeds of $2,000,000 1,000,000 as described above are received on or before the Offering Termination Date of a Partnership Partnership, as described in Section 1 of this Agreement, the offering of Units in that Partnership Partnership, shall be terminated, in which event: (i) the 2.53.5% Dealer-Manager fee, the 78% Sales Commission Commission, the 1.5% nonaccountable marketing expense fee, and the up to .5% reimbursement of the Selling Agents’ bona fide nonaccountable due diligence expenses fee set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) all funds advanced by subscribers shall be returned to them with interest earned; and (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units. (ef) Except as otherwise provided below, the fees, reimbursements, fees and Sales Commissions set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 1,000,000 as described above have been received by the respective Partnership and accepted by the respective PartnershipManaging General Partner; and (ii) the Partnership's subscription proceeds have been released from the escrow account to the respective PartnershipManaging General Partner. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, fees and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your fees, reimbursements fees and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Offering Termination Date for the respective Partnership. All your remaining fees, reimbursements, fees and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the Offering Termination Date for the respective Partnership.

Compensation and Fees. (a) As Subject to Section 4(c), as Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on the purchase price of each Unit sold to investors who are situated and/or residents in a Partnership the states of Minnesota and New Hampshire and whose subscriptions for Units are accepted by the Managing General Partner:: ▇▇▇▇▇ Funding, Inc. Dealer-Manager Agreement 4 (i) a 2.53% Dealer-Manager fee; (ii) a 7% Sales Commissionsales commission; and (iii) an up to .5% reimbursement of the Selling Agents’ Dealers' bona fide accountable due diligence expenses. (b) All . Out of the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 7% Sales Commission shall be reallowed to the Selling Agents as described in the Selling Agent Agreement with each Selling Agent. A portion of the balance of the 2.53% Dealer-Manager fee may be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. Howeverset forth above, you may reduce pay the wholesaling fees Selling Dealers a marketing fee for their assistance in this Offering, and coordinating their sales efforts with yours, of up to a maximum of 1% of the purchase price of each Unit sold by any reimbursements made by them. You also shall have the Managing General Partner right, but not the obligation, to provide or reimburse Selling Dealers for the Partnership for following expenses which are received by the wholesalers they incur in connection with their offer and sale of Units (the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. Also, you may use a portion of your Dealer"PERMISSIBLE NON-Manager fee to pay for permissible non-cash compensationCASH COMPENSATION"). Under Rule 2810 of the NASD Conduct Rules, nonthe reimbursable expenses composing Permissible Non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the followingCash Compensation are as follows: (i) an accountable reimbursement for training and education meetings for associated persons of the selling agentsSelling Dealers; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent Selling Dealer and its associated persons, provided that neither the managing general partner Partnership, the General Partner nor the dealer-manager you directly or indirectly participates in the selling agent’s Selling Dealer's organization of a permissible non-cash compensation arrangement. In no event Any reimbursements for Permissible Non-Cash Compensation shall a selling agent receive nonbe provided or reimbursed from the Dealer-cash compensation Manager fee set forth above. (b) All of the sales commissions shall be reallowed to the Selling Dealers except for Units sold directly by you, and a marketing fee if it represents more than all of the up to .5% per unit. You shall retain any reimbursement of the 7% Sales Commission Selling Dealers' bona fide accountable due diligence expenses shall be reallowed to the Selling Dealers. Wholesaling fees, expense reimbursements and any salaries for the 2.5wholesalers in connection with the Partnership shall be reallowed to the wholesalers from the 3% Dealer-Manager fee for subscriptions obtained through their efforts, however, the Dealer-Manager shall have no liability at any time to the wholesalers for any of those items in connection with the Partnership to the extent, if any, the wholesaling fees, expense reimbursements and salaries to the wholesalers exceed, in the aggregate, the 3% Dealer-Manager fee. You, as Dealer-Manager, shall retain any Dealer-Manager fee not used for the Selling Dealers' marketing fees or reallowed to the Selling Agents or wholesalers, which may be used for such items as Permissible Non-Cash Compensation, legal fees associated with the wholesalersunderwriting and salaries of dual employees of you and the Managing General Partner which are required to be included in underwriting compensation under NASD Conduct Rule 2810 as determined jointly by the General Partner and you. ▇▇▇▇▇ Funding, Inc. Dealer-Manager Agreement 5 You are responsible for ensuring that all non-cash compensation arrangements comply with NASD Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, Dealer only if the following conditions are met: (i) the registered representative obtains his Selling Agent’s Dealer's prior approval to attend the meeting and attendance by the registered representative is not conditioned by his the Selling Agent Dealer on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are met. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall be paid to you. No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, with the discounts described above. (d) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 in each Partnership, excluding any optional subscription of the Managing General Partner and its Affiliates and the subscription discounts set forth in Section 4(c) of this Agreement, all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 as described above are received on or before the Offering Termination Date of a Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) all funds advanced by subscribers shall be returned to them with interest earned; and (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units. (e) Except as otherwise provided below, the fees, reimbursements, and Sales Commissions set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 as described above have been received by the respective Partnership and accepted by the respective Partnership; and (ii) the subscription proceeds have been released from the escrow account to the respective Partnership. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your fees, reimbursements and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Offering Termination Date for the respective Partnership. All your remaining fees, reimbursements, and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the Offering Termination Date for the respective Partnership.

Compensation and Fees. (a) As Dealer-Pending receipt of each Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) below and subject to the discounts described in the “Plan of Distribution” section of the Prospectus, as Dealer Manager you shall receive from the Managing General Partner Partnership in which the Units are then being offered the following compensation, based on each Unit sold to investors in a Partnership whose subscriptions for Units are accepted by the Managing General PartnerPartnership: (i) a 2.53.0% Dealer-Dealer Manager fee;; and (ii) a 77.0% Sales Commission; and (iii) an up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses. (b) All of the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 77.0% Sales Commission shall be reallowed to the Selling Agents Dealers as described in the Selling Agent Dealer Agreement with each Selling AgentDealer. A portion of the balance of the 2.5% Dealer-Manager fee may be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. HoweverIn addition, you may reduce the wholesaling fees by any reimbursements made by the Managing General Partner or shall receive from the Partnership for in which the Units are then being offered reimbursement of your and the Selling Dealers’ reasonable bona fide due diligence expenses which are received by the wholesalers in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership that have actually been incurred in connection with the Program, provided that any bill presented by you or a Selling Dealer for reimbursement of costs associated with your or the Selling Dealer’s due diligence activities must be detailed and itemized and permitted pursuant to the rules and regulations of FINRA. Also, you shall use a portion of your Dealer Manager fees to pay up to a nonaccountable 1.0% marketing fee to the Selling Dealers, which may be reduced, in your discretion, in an amount equal to your, or the Managing General Partner’s, costs to participate in the Selling Dealers’ national or regional sales conferences. You may use a portion of your Dealer-Dealer Manager fee fees to pay for permissible non-cash compensation. Under FINRA Rule 2810 of the NASD Conduct Rules2310, non-cash compensation means any form of compensation received in connection with the sale of the units Units in the Partnership then being offered that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the following: (i) an accountable reimbursement for training and education meetings for associated persons of the selling agentsSelling Dealers; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment entertainment, which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent Selling Dealer and its associated persons, provided that neither the managing general partner Partnership nor the dealer-manager Dealer Manager directly or indirectly participates in the selling agentSelling Dealer’s organization of a permissible non-cash compensation arrangement. In no event shall a selling agent receive non-cash compensation and a marketing fee if it represents more than .5% per unit. You shall retain any of the 7% Sales Commission and the 2.5% Dealer-Manager fee not reallowed to the Selling Agents or the wholesalers. You are responsible for ensuring that all non-cash compensation arrangements comply with NASD Conduct FINRA Rule 28102310. For example, payments or reimbursements by you or the Managing General Partner Partnership in which the Units are then being offered may be made in connection with meetings held by you or the Managing General Partner Partnership for the purpose of training or education of registered representatives of a Selling AgentDealer, only if the following conditions are met: (i) the registered representative obtains his Selling AgentDealer’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his Selling Agent Dealer on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD Conduct FINRA Rule 28102310; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner Partnership is not conditioned by you or the Managing General Partner Partnership on the achievement of a sales target; and (v) the recordkeeping requirements are met. (c) . Notwithstanding the foregoing: (i) above, you may reallow up to the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through entire 3% Dealer Manager fee to the officers and directors Selling Dealers. You shall retain any of the Managing General Partner may subscribe 3% Dealer Manager fee not reallowed to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall be paid to you. No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, with the discounts Dealers as described above. (dc) Pending receipt and acceptance by the Managing General Partner Partnership in which the Units are then being offered of the minimum subscription proceeds of $2,000,000 in each the Partnership, excluding any optional subscription or the receipt of the Managing General Partner and its Affiliates and minimum subscription proceeds required by Pennsylvania or any other state or jurisdiction as provided in the subscription discounts set forth Escrow Agreement of the Partnership in Section 4(c) which the Units are then being offered, the form of which is attached to this AgreementAgreement as Exhibit A, all proceeds received by you from the sale of Units in each the Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 17 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 as described above are received on or before the Offering Termination Date of a the Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement none of the Selling Agents’ bona fide due diligence expenses your compensation as set forth in Section 4(a) of this Agreement shall not be payable to you;; and (ii) all funds advanced by subscribers shall be returned to them by the Escrow Agent with interest earned; and (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each earned and without deduction of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Unitsany fees. (ed) Except as otherwise provided below, the feesDealer Manager fee, reimbursementsthe Sales Commissions, and Sales Commissions the other fees and reimbursements set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 as described above have been received by the respective Partnership in which the Units are then being offered and accepted by the respective Partnership; and (ii) the subscription proceeds have been released from the escrow account to the respective Partnership. You shall reallow to the Selling Agents and the wholesalers Dealers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your Dealer Manager fees, reimbursements and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents and wholesalers Dealers as described above approximately every two weeks until the Partnership’s Offering Termination Date for the respective PartnershipDate. All your remaining Dealer Manager fees, reimbursements, and Sales Commissions shall be paid to you by the Managing General Partner Partnership no later than fourteen business days after the Partnership’s Offering Termination Date for the respective PartnershipDate.

Compensation and Fees. (a) As Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on each Unit sold to investors in a Partnership whose subscriptions for Units are accepted by the Managing General Partner: (i) a 2.5% Dealer-Manager fee; (ii) a 7% Sales Commission; and; (iii) an up to .5% reimbursement of the Selling Agents’ ' bona fide due diligence expenses. (b) All of the up to .5% reimbursement of the Selling Agents’ ' bona fide due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 7% Sales Commission shall be reallowed to the Selling Agents as described in the Selling Agent Agreement with each Selling Agent. A portion of the remaining balance of the 2.5% Dealer-Dealer- Manager fee may be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. However, you may reduce the Anthem Securities, Inc. Dealer-Manager Agreement wholesaling fees by any reimbursements made by the Managing General Partner or the Partnership for expenses which are received by the wholesalers in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. Also, you may use a portion of your Dealer-Manager fee to pay for permissible non-cash compensation. Under Rule 2810 of the NASD Conduct Rules, non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the following: (i1) an accountable reimbursement for training and education meetings for associated persons of the selling agents; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent and its associated persons, provided that neither the managing general partner nor the dealer-manager directly or indirectly participates in the selling agent’s organization of a permissible non-cash compensation arrangement. In no event shall a selling agent receive non-cash compensation and a marketing fee if it represents more than .5% per unit. You shall retain any of the 7% Sales Commission and the 2.5% Dealer-Manager fee not reallowed to the Selling Agents or the wholesalers. You are responsible for ensuring that all non-cash compensation arrangements comply with NASD Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, only if the following conditions are met: (i) the registered representative obtains his Selling Agent’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his Selling Agent on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are met. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall be paid to you. No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, with the discounts described above. (d) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 in each Partnership, excluding any optional subscription of the Managing General Partner and its Affiliates and the subscription discounts set forth in Section 4(c) of this Agreement, all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 as described above are received on or before the Offering Termination Date of a Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) all funds advanced by subscribers shall be returned to them with interest earned; and (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units. (e) Except as otherwise provided below, the fees, reimbursements, and Sales Commissions set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 as described above have been received by the respective Partnership and accepted by the respective Partnership; and (ii) the subscription proceeds have been released from the escrow account to the respective Partnership. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your fees, reimbursements and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Offering Termination Date for the respective Partnership. All your remaining fees, reimbursements, and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the Offering Termination Date for the respective Partnership.

Compensation and Fees. (a) As Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on each Unit sold to investors who are situated and/or residents in a Partnership states other than Minnesota and New Hampshire and whose subscriptions for Units are accepted by the Managing General Partner: (i) a 2.5% Dealer-Manager fee; (ii) a 7% Sales Commission; and; (iii) an up to a .5% nonaccountable reimbursement of marketing expenses; and Anthem Securities, Inc. 2 Dealer-Manager Agreement (iv) a .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses. (b) All of the up to Sales Commissions and the .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 7.5% Sales Commission nonaccountable marketing expense reimbursement shall be reallowed to the Selling Agents as described in the Selling Agent Agreement with each Selling AgentAgents. A portion of the balance of the The 2.5% Dealer-Manager fee may shall be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. However, you may reduce the wholesaling fees by any reimbursements made by the Managing General Partner or the Partnership for expenses which are received by the wholesalers in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. Also, you may use a portion of your Dealer-Manager fee to pay for permissible non-cash compensation. Under Rule 2810 of the NASD Conduct Rules, non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the following: (i) an accountable reimbursement for training and education meetings for associated persons of the selling agents; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent and its associated persons, provided that neither the managing general partner nor the dealer-manager directly or indirectly participates in the selling agent’s organization of a permissible non-cash compensation arrangement. In no event shall a selling agent receive non-cash compensation and a marketing fee if it represents more than .5% per unit. You shall retain any of the 7.5% Sales Commission and the 2.5% Dealer-Manager fee nonaccountable marketing expense reimbursement not reallowed to the Selling Agents or the wholesalers. You are responsible for ensuring that all non-cash compensation arrangements comply with NASD Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, only if the following conditions are met: (i) the registered representative obtains his Selling Agent’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his Selling Agent on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are metAgents. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission Commission, the .5% nonaccountable marketing expense reimbursement, and the up to .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses, expenses which shall not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee fee, the .5% nonaccountable marketing expense reimbursement, and the up to .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses, expenses which shall be paid to you. No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, with the discounts described above. (d) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 in each Partnership1,000,000, excluding excluding: (i) any optional subscription of the Managing General Partner and its Affiliates and Affiliates; and (ii) the subscription discounts set forth in Section 4(c) of this Agreement, ; all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 1,000,000 as described above are received on or before the Offering Termination Date of a Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission Commission, the .5% nonaccountable marketing expense reimbursement, and the up to .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) all funds advanced by subscribers shall be returned to them with interest earned; andand Anthem Securities, Inc. 3 Dealer-Manager Agreement (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units. (e) Except as otherwise provided below, the fees, reimbursements, and Sales Commissions set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 1,000,000 as described above have been received by the respective Partnership and accepted by the respective PartnershipManaging General Partner; and (ii) the subscription proceeds have been released from the escrow account to the respective PartnershipManaging General Partner. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your fees, reimbursements reimbursements, and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Offering Termination Date for the respective Partnership. All Date, and all your remaining fees, reimbursements, and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the Offering Termination Date for the respective PartnershipDate.

Compensation and Fees. (a) As Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on each Unit sold to investors in a Partnership whose subscriptions for Units are accepted by the Managing General Partner: (i) a 2.5% Dealer-Manager fee;; and (ii) a 7% Sales Commission; and (iii) an up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses. (b) All of the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 7% Sales Commission shall be reallowed to the Selling Agents as described in the Selling Agent Agreement with each Selling Agent. A portion of the balance of the 2.5% Dealer-Manager fee may be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. However, you may reduce the wholesaling fees by any reimbursements made by the Managing General Partner or the Partnership for expenses which are received by the wholesalers in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. In addition, you shall receive from the Managing General Partner reimbursement of the Selling Agents’ bona fide due diligence expenses, provided that any bill presented by a Selling Agent to you for reimbursement of costs associated with the Selling Agent’s due diligence activities must be detailed and itemized. Also, you may use a portion of your Dealer-Manager fee to pay for permissible non-cash compensationcompensation and a .5% marketing fee. Under Rule 2810 of the NASD FINRA Conduct Rules, non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the following:: Anthem Securities, Inc. Dealer-Manager Agreement (i) an accountable reimbursement for training and education meetings for associated persons of the selling agents; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent Selling Agent and its associated persons, provided that neither the managing general partner Managing General Partner nor the dealerDealer-manager Manager directly or indirectly participates in the selling agenta Selling Agent’s organization of a permissible non-cash compensation arrangement. In no event shall a selling agent the Selling Agents receive non-cash compensation and a marketing fee if it represents more than .5% per unitof the total units sold. However, you may, in your discretion, reduce the amount of the marketing fee by the costs incurred by you and the Managing General Partner for a Selling Agent’s national or regional conferences. You shall retain any of the 7% Sales Commission and the 2.5% Dealer-Manager fee not reallowed to the Selling Agents or the wholesalers. You are responsible for ensuring that all non-cash compensation arrangements comply with NASD FINRA Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, only if the following conditions are met: (i) the registered representative obtains his Selling Agent’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his Selling Agent on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD FINRA Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are met. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, fee and the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expensesCommission, which shall not be paid to you; andand Anthem Securities, Inc. Dealer-Manager Agreement (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expensesfee, which shall be paid to you. No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, with the discounts described above. (d) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 in each Partnership, excluding any optional subscription of the Managing General Partner and its Affiliates and the subscription discounts set forth in Section 4(c) of this Agreement, all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 as described above are received on or before the Offering Termination Date of a Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement none of the Selling Agents’ bona fide due diligence expenses your compensation as set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) all funds advanced by subscribers shall be returned to them with interest earned; and (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units. (e) Except as otherwise provided below, the fees, reimbursements, and Sales Commissions set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 as described above have been received by the respective Partnership and accepted by the respective Partnership; and (ii) the subscription proceeds have been released from the escrow account to the respective Partnership. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your fees, reimbursements and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Offering Termination Date for the respective Partnership. All your remaining fees, reimbursements, and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the Offering Termination Date for the respective Partnership.

Compensation and Fees. (a) As Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on each Unit sold to investors in a Partnership whose subscriptions for Units are accepted by the Managing General Partner: (i) a 2.5% Dealer-Manager fee; (ii) a 7% Sales Commission; and; (iii) an up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses. (b) All of the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 7% Sales Commission shall be reallowed to the Selling Agents as described in the Selling Agent Agreement with each Selling Agent. A portion of the balance of the 2.5% Dealer-Manager fee may be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. However, you may reduce the wholesaling fees by any reimbursements made by the Managing General Partner or the Partnership for expenses which are received by the wholesalers in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. Also, you may use a portion of your Dealer-Manager fee to pay for permissible non-cash compensation. Under Rule 2810 of the NASD Conduct Rules, non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the following: (i) an accountable reimbursement for training and education meetings for associated persons of the selling agents; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent and its associated persons, provided that neither the managing general partner nor the dealer-manager directly or indirectly participates in the selling agent’s organization of a permissible non-cash compensation arrangement. In no event shall a selling agent receive non-cash compensation and a marketing fee if it represents more than .5% per unit. You shall retain any of the 7% Sales Commission and the 2.5% Dealer-Manager fee not reallowed to the Selling Agents or the wholesalers. You are responsible for ensuring that all non-cash compensation arrangements comply with NASD Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, only if the following conditions are met: (i) the registered representative obtains his Selling Agent’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his Selling Agent on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are met. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall be paid to you. No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, with the discounts described above. (d) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 in each Partnership, excluding any optional subscription of the Managing General Partner and its Affiliates and the subscription discounts set forth in Section 4(c) of this Agreement, all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 as described above are received on or before the Offering Termination Date of a Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) all funds advanced by subscribers shall be returned to them with interest earned; and (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units. (e) Except as otherwise provided below, the fees, reimbursements, and Sales Commissions set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 as described above have been received by the respective Partnership and accepted by the respective Partnership; and (ii) the subscription proceeds have been released from the escrow account to the respective Partnership. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your fees, reimbursements and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Offering Termination Date for the respective Partnership. All your remaining fees, reimbursements, and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the Offering Termination Date for the respective Partnership.

Compensation and Fees. (a) As Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on each Unit sold to investors in a Partnership and whose subscriptions for Units are accepted and closed upon by the Managing General Partner: (i) a 2.5% Dealer-Manager feefee of 2% of the public offering price of each Unit sold; (ii) a sales commission of 7% Sales Commissionof the public offering price of each Unit sold; and (iii) an up to .5% a reimbursement of bona fide accountable due diligence expenses of you and the Selling Agents’ bona fide due diligence expensesAgents to a maximum of 1% of the public offering price of each Unit sold. (b) All of the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 7% Sales Commission sales commissions shall be reallowed to the Selling Agents as described in the except for Units sold directly by you. The due diligence expense reimbursement shall be payable to a Selling Agent Agreement with each Selling Agent. A portion only to the extent of the balance of the 2.5% Dealer-Manager fee may be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. However, you may reduce the wholesaling fees Units sold by any reimbursements made by the Managing General Partner or the Partnership for expenses which are received by the wholesalers in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. Also, you may use a portion of your Dealer-Manager fee to pay for permissible non-cash compensation. Under Rule 2810 of the NASD Conduct Rules, non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the following: (i) an accountable reimbursement for training and education meetings for associated persons of the selling agents; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent and its associated persons, provided that neither the managing general partner nor the dealer-manager directly or indirectly participates in the selling agent’s organization of a permissible non-cash compensation arrangement. In no event shall a selling agent receive non-cash compensation and a marketing fee if it represents more than .5% per unit. You shall retain any of the 7% Sales Commission and the 2.5% Dealer-Manager fee not reallowed to the Selling Agents or the wholesalers. You are responsible for ensuring that all non-cash compensation arrangements comply with NASD Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, only if the following conditions are met: (i) the registered representative obtains his Selling Agent’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his Selling Agent on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are metit. (c) Notwithstanding the foregoing: (i) , the Managing General Partner, its you, the Selling Agents and each of your and their officers, directors, directors and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission sales commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expensesexpense reimbursement, which shall not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall be paid to you. No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, with the discounts described above. (d) Pending Subject to Section 4(f), pending receipt and acceptance by the Managing General Partner of subscriptions for the minimum subscription proceeds of $2,000,000 in each Partnership, excluding any optional subscription of the Managing General Partner and its Affiliates and the subscription discounts set forth in Section 4(c) of this AgreementMinimum Offering Amount, all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account the Escrow Account as provided in Section 15 of this Agreement15. Unless at least the minimum subscription proceeds of $2,000,000 as described above are Minimum Offering Amount is received on or before the Offering Termination Date of a Partnership as described in Section 1 of this AgreementDate, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission sales commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses set forth in Section 4(a) of this Agreement expense reimbursement shall not be payable to you; (ii) all funds advanced by subscribers shall be returned to them with interest earned; and (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units. (e) Except as otherwise provided below, the fees, reimbursements, and Sales Commissions sales commissions set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 as described above have Minimum Subscription Amount has been received by the respective Partnership and accepted by the respective Partnership; and (ii) the subscription proceeds have been released from the escrow account Escrow Account to the respective Partnership. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your fees, reimbursements and Sales Commissions sales commissions shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks week until the Offering Termination Date for the respective Partnership. All Date, and all your remaining fees, reimbursements, reimbursements and Sales Commissions sales commissions shall be paid to you by the Managing General Partner Partnership no later than fourteen business days after the Offering Termination Date for Date. (f) Notwithstanding anything set forth in this Section 4: (i) the respective PartnershipMinimum Offering Amount shall not include Units subscribed by Pennsylvania investors; (ii) the proceeds of Unit sales from Pennsylvania investors shall be deposited in a separate escrow account (the "Pennsylvania Escrow Account") by the Escrow Agent; and (iii) such proceeds shall not be released from the Pennsylvania Escrow Account, and no fees, reimbursements and commissions shall be payable with respect thereto, until an aggregate of $2,500,000 of subscription proceeds have been received and accepted by the General Partner.

Compensation and Fees. (a) As Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on each Unit sold to investors in a the Partnership and whose subscriptions for Units are accepted by the Managing General Partner: (i) a 2.5% Dealer-Manager fee; (ii) a 7% Sales Commission; (iii) a 1.5% nonaccountable marketing expense fee; and (iiiiv) an up to a .5% reimbursement of the Selling Agents’ bona fide nonaccountable due diligence expensesfee. (b) All or a portion of the up to .5% reimbursement of Sales Commissions, the Selling Agents’ bona fide nonaccountable due diligence expenses shall fee and the nonaccountable marketing expense fee may be reallowed to the Selling Agents. Additionally, and all or a portion of you may reduce the 71.5% Sales Commission shall be reallowed nonaccountable marketing expense fee payable to the Selling Agents as described set forth in Section 2(a)(iii) of the Selling Agent Agreement with each and you may reduce the .5% nonaccountable due diligence fee payable to the Selling Agent. A portion Agents as set forth in Section 2(a)(ii) of the balance Selling Agent Agreement. Of the 2.5% Dealer-Manager fee, some or all may be reallowed to the wholesalers for subscriptions obtained through their efforts. You shall retain any of the 2.5% Dealer-Manager fee, the Sales Commissions, the 1.5% nonaccountable marketing expense fee may be reallowed to and the wholesalers as wholesaling fees for subscriptions obtained through their efforts. However, you may reduce the wholesaling fees by any reimbursements made by the Managing General Partner or the Partnership for expenses which are received by the wholesalers in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. Also, you may use a portion of your Dealer-Manager fee to pay for permissible non-cash compensation. Under Rule 2810 of the NASD Conduct Rules, non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the following: (i) an accountable reimbursement for training and education meetings for associated persons of the selling agents; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent and its associated persons, provided that neither the managing general partner nor the dealer-manager directly or indirectly participates in the selling agent’s organization of a permissible non-cash compensation arrangement. In no event shall a selling agent receive non-cash compensation and a marketing fee if it represents more than .5% per unit. You shall retain any of the 7% Sales Commission and the 2.5% Dealer-Manager nonaccountable due diligence fee not reallowed to the Selling Agents or the wholesalers. You are responsible for ensuring that all non-cash compensation arrangements comply with NASD Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, only if the following conditions are met: (i) the registered representative obtains his Selling Agent’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his Selling Agent on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are met. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner Partner, may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission Commission, the 1.5% nonaccountable marketing expense fee, and the up to .5% reimbursement of the Selling Agents’ bona fide nonaccountable due diligence expenses, fee which shall not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee fee, the 1.5% nonaccountable marketing expense fee, and the up to .5% reimbursement of the Selling Agents’ bona fide nonaccountable due diligence expenses, fee which shall be paid to you. No more than 510% of the total Units offered shall be sold in the Partnerships shall be sold, in the aggregate, Partnership with the discounts described above. (d) As an additional incentive, to the extent permitted by applicable law and subject to the receipt of the minimum subscription proceeds as described in Section 4(e) of this Agreement, each broker/dealer, including you and the Selling Agents, which has one or more registered representatives and/or principals who sell at least six Units each in the Partnership , including Units with discounted prices, shall share in payments from the Managing General Partner equal to 1% of the Partnership's production revenues less the related operating costs, administrative costs, direct costs, and other costs not specifically allocated. A broker/dealer's participation in these payments shall be in the ratio which the total amount of Units sold by all of the broker/dealer's registered representatives and/or principals who sell at least six Units each in the Partnership bears to the total number of Units sold by all registered representatives and/or principals (including registered representatives and principals of the Dealer-Manager) who sell at least six Units each in the Partnership. The portion of these payments attributable to Units sold by the Selling Agents shall be reallowed by you to the qualifying Selling Agents. These payments shall be made quarterly. (e) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 in each the Partnership, excluding any optional subscription of the Managing General Partner and its Affiliates and the subscription discounts set forth in Section 4(c) of this Agreement, all proceeds received by you from the sale of Units in each the Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 as described above are received on or before the Offering Termination Date of a Partnership the Partnership, as described in Section 1 of this Agreement, the offering of Units in that the Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission Commission, the 1.5% nonaccountable marketing expense fee, and the up to .5% reimbursement of the Selling Agents’ bona fide nonaccountable due diligence expenses fee set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) all funds advanced by subscribers shall be returned to them with interest earned; and (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units. (ef) Except as otherwise provided below, the fees, reimbursements, fees and Sales Commissions set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 as described above have been received by the respective Partnership and accepted by the respective PartnershipManaging General Partner; and (ii) the Partnership's subscription proceeds have been released from the escrow account to the respective PartnershipManaging General Partner. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, fees and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your fees, reimbursements fees and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Offering Termination Date for the respective Partnership. All your remaining fees, reimbursements, fees and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the Offering Termination Date for the respective Partnership.

Compensation and Fees. (a) As Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on each Unit sold to investors who are situated and/or residents in a Partnership the states of Minnesota and New Hampshire and whose subscriptions for Units are accepted by the Managing General Partner: (i) a 2.5% Dealer-Manager fee; (ii) a 7% Sales Commission; and; (iii) an up to a .5% nonaccountable reimbursement of marketing expenses; and ▇▇▇▇▇ Funding, Inc. 2 Dealer-Manager Agreement (iv) a .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses. (b) All of the up to Sales Commissions and the .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 7.5% Sales Commission nonaccountable marketing expense reimbursement shall be reallowed to the Selling Agents as described in the Selling Agent Agreement with each Selling AgentAgents. A portion of the balance of the The 2.5% Dealer-Manager fee may shall be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. However, you may reduce the wholesaling fees by any reimbursements made by the Managing General Partner or the Partnership for expenses which are received by the wholesalers in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. Also, you may use a portion of your Dealer-Manager fee to pay for permissible non-cash compensation. Under Rule 2810 of the NASD Conduct Rules, non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the following: (i) an accountable reimbursement for training and education meetings for associated persons of the selling agents; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent and its associated persons, provided that neither the managing general partner nor the dealer-manager directly or indirectly participates in the selling agent’s organization of a permissible non-cash compensation arrangement. In no event shall a selling agent receive non-cash compensation and a marketing fee if it represents more than .5% per unit. You shall retain any of the 7.5% Sales Commission and the 2.5% Dealer-Manager fee nonaccountable marketing expense reimbursement not reallowed to the Selling Agents or the wholesalers. You are responsible for ensuring that all non-cash compensation arrangements comply with NASD Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, only if the following conditions are met: (i) the registered representative obtains his Selling Agent’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his Selling Agent on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are metAgents. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission Commission, the .5% nonaccountable marketing expense reimbursement, and the up to .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses, expenses which shall not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee fee, the .5% nonaccountable marketing expense reimbursement, and the up to .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses, expenses which shall be paid to you. No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, with the discounts described above. (d) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 in each Partnership1,000,000, excluding excluding: (i) any optional subscription of the Managing General Partner and its Affiliates and Affiliates; and (ii) the subscription discounts set forth in Section 4(c) of this Agreement, ; all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 1,000,000 as described above are received on or before the Offering Termination Date of a Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission Commission, the .5% nonaccountable marketing expense reimbursement, and the up to .5% reimbursement of the Selling Agents’ ' bona fide accountable due diligence expenses set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) all funds advanced by subscribers shall be returned to them with interest earned; andand ▇▇▇▇▇ Funding, Inc. 3 Dealer-Manager Agreement (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units. (e) Except as otherwise provided below, the fees, reimbursements, and Sales Commissions set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 1,000,000 as described above have been received by the respective Partnership and accepted by the respective PartnershipManaging General Partner; and (ii) the subscription proceeds have been released from the escrow account to the respective PartnershipManaging General Partner. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your fees, reimbursements reimbursements, and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Offering Termination Date for the respective Partnership. All Date, and all your remaining fees, reimbursements, and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the Offering Termination Date for the respective PartnershipDate.

Compensation and Fees. (a) As Subject to Section 4(c), as Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on the purchase price of each Unit sold to investors in a Partnership and whose subscriptions for Units are accepted by the Managing General Partner:: Anthem Securities, Inc. 3 Dealer-Manager Agreement (i) a 2.53% Dealer-Manager fee; (ii) a 7% Sales Commissionsales commission; and (iii) an up to .5% reimbursement of the Selling Agents’ Dealers' bona fide accountable due diligence expenses. (b) All . Out of the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 7% Sales Commission shall be reallowed to the Selling Agents as described in the Selling Agent Agreement with each Selling Agent. A portion of the balance of the 2.53% Dealer-Manager fee may be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. Howeverset forth above, you may reduce pay the wholesaling fees Selling Dealers a marketing fee for their assistance in this Offering, and coordinating their sales efforts with yours, of up to a maximum of 1% of the purchase price of each Unit sold by any reimbursements made by them. You also shall have the Managing General Partner right, but not the obligation, to provide or reimburse Selling Dealers for the Partnership for following expenses which are received by the wholesalers they incur in connection with their offer and sale of Units (the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. Also, you may use a portion of your Dealer"PERMISSIBLE NON-Manager fee to pay for permissible non-cash compensationCASH COMPENSATION"). Under Rule 2810 of the NASD Conduct Rules, nonthe reimbursable expenses composing Permissible Non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the followingCash Compensation are as follows: (i) an accountable reimbursement for training and education meetings for associated persons of the selling agentsSelling Dealers; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent Selling Dealer and its associated persons, provided that neither the managing general partner Partnership, the General Partner nor the dealer-manager you directly or indirectly participates in the selling agent’s Selling Dealer's organization of a permissible non-cash compensation arrangement. In no event Any reimbursements for Permissible Non-Cash Compensation shall a selling agent receive nonbe provided or reimbursed from the Dealer-cash compensation Manager fee set forth above. (b) All of the sales commissions shall be reallowed to the Selling Dealers except for Units sold directly by you, and a marketing fee if it represents more than all of the up to .5% per unit. You shall retain any reimbursement of the 7% Sales Commission Selling Dealers' bona fide accountable due diligence expenses shall be reallowed to the Selling Dealers. Wholesaling fees, expense reimbursements and any salaries for the 2.5wholesalers in connection with the Partnership shall be reallowed to the wholesalers from the 3% Dealer-Manager fee for subscriptions obtained through their efforts, however, the Dealer-Manager shall have no liability at any time to the wholesalers for any of those items in connection with the Partnership to the extent, if any, the wholesaling fees, expense reimbursements and salaries to the wholesalers exceed, in the aggregate, the 3% Dealer-Manager fee. You, as Dealer-Manager, shall retain any Dealer-Manager fee not used for the Selling Dealers' marketing fees or reallowed to the Selling Agents or wholesalers, which may be used for such items as Permissible Non-Cash Compensation, legal fees associated with the wholesalersunderwriting and salaries of dual employees of you and the Managing General Partner which are required to be included in underwriting compensation under NASD Conduct Rule 2810 as determined jointly by the General Partner and you. Anthem Securities, Inc. 4 Dealer-Manager Agreement You are responsible for ensuring that all non-cash compensation arrangements comply with NASD Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, Dealer only if the following conditions are met: (i) the registered representative obtains his Selling Agent’s Dealer's prior approval to attend the meeting and attendance by the registered representative is not conditioned by his the Selling Agent Dealer on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are met. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall not be paid to you; and (ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall be paid to you. No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, with the discounts described above. (d) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 in each Partnership, excluding any optional subscription of the Managing General Partner and its Affiliates and the subscription discounts set forth in Section 4(c) of this Agreement, all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 as described above are received on or before the Offering Termination Date of a Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) all funds advanced by subscribers shall be returned to them with interest earned; and (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units. (e) Except as otherwise provided below, the fees, reimbursements, and Sales Commissions set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 as described above have been received by the respective Partnership and accepted by the respective Partnership; and (ii) the subscription proceeds have been released from the escrow account to the respective Partnership. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your fees, reimbursements and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Offering Termination Date for the respective Partnership. All your remaining fees, reimbursements, and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the Offering Termination Date for the respective Partnership.

Compensation and Fees. (a) As Pending receipt of each Partnership’s minimum subscription proceeds of $2,000,000 as set forth in Section 4(d) below, as Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on each Unit sold to investors in a Partnership whose subscriptions for Units are accepted by the Managing General Partner: (i) a 2.53% Dealer-Manager fee;; and (ii) a 7% Sales Commission; and (iii) an up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses. (b) All of the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 7% Sales Commission shall be reallowed to the Selling Agents Dealers as described in the Selling Agent Dealer Agreement with each Selling AgentDealer. A portion You shall reallow 1% of the balance of the 2.5% Dealer-Manager fee may be reallowed to certain wholesalers selected by the Managing General Partner to act as a wholesaler and who are registered with you, or if the wholesalers selected by the Managing General Partner are not registered with you, then to the wholesalers Selling Dealers they are associated with, as wholesaling fees for subscriptions obtained through their efforts. Additionally, the wholesalers shall be reimbursed by you, when you receive the amount of the reimbursements from the Managing General Partner, for expenses paid or incurred by the wholesalers in connection with the Partnership. However, you may reduce the wholesaling fees by any reimbursements made by the Managing General Partner or the Partnership for expenses which are received by the wholesalers in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. In addition, you shall receive from the Managing General Partner reimbursement of the Selling Dealers’ bona fide due diligence expenses in connection with the Program, all of which shall be reallowed to the Selling Dealers, provided that any bill presented by a Selling Dealer to you for reimbursement of costs associated with the Selling Dealer’s due diligence activities must be detailed and itemized. Also, you shall use a portion of your Dealer-Manager fees to pay up to a nonaccountable .5% marketing fee to the Selling Dealers, which may be reduced, in your discretion, in amount equal to your, or the Managing General Partner’s, costs to participate in the Selling Dealers’ national or regional sales conferences, and you shall use a portion of your Dealer-Manager fee to reallow a .5% per Unit early incentive fee to each Selling Dealer who sells one or more of the first 100 Units, in the aggregate, in each Partnership that are sold by all Selling Dealers and are accepted by the Managing General Partner. MDS Securities, LLC Dealer-Manager Agreement 3 You may use a portion of your Dealer-Manager fee fees to pay for permissible non-cash compensation. Under Rule 2810 of the NASD FINRA Conduct Rules, non-cash compensation means any form of compensation received in connection with the sale of the units Units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the following: (i) an accountable reimbursement for training and education meetings for associated persons of the selling agentsSelling Dealers; (ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target; (iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment entertainment, which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (iv) contributions to a non-cash compensation arrangement between a selling agent Selling Dealer and its associated persons, provided that neither the managing general partner Managing General Partner nor the dealerDealer-manager Manager directly or indirectly participates in the selling agenta Selling Dealer’s organization of a permissible non-cash compensation arrangement. In no event shall a selling agent receive non-cash compensation and a marketing fee if it represents more than .5% per unit. You shall retain any of the 7% Sales Commission and the 2.5% Dealer-Manager fee not reallowed to the Selling Agents or the wholesalers. You Managing General Partner are responsible for ensuring that all non-cash compensation arrangements comply with NASD FINRA Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling AgentDealer, only if the following conditions are met: (i) the registered representative obtains his Selling AgentDealer’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his Selling Agent Dealer on the achievement of a sales target; (ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD FINRA Conduct Rule 2810; (iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative; (iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and (v) the recordkeeping requirements are met. You shall retain any of the 7% Sales Commission and the 3% Dealer-Manager fee not reallowed to the Selling Dealers or the wholesalers as described above. (c) Notwithstanding the foregoing: (i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.53% Dealer-Manager fee, fee and the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expensesCommission, which shall not be paid to you; and; (ii) registered investment advisors and their clients and Selling Agents Dealers and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.53% Dealer-Manager fee and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expensesfee, which shall be paid to you; and MDS Securities, LLC Dealer-Manager Agreement 4 (iii) with respect to volume sales of Units to single purchasers (as defined in the Prospectus) the following table sets forth the reduced Unit purchase price and Sales Commission payable to you on orders of $500,000 or more as described in the Prospectus: $1,000 — $500,000 7.0% $ 10,000 500,001 — 1,000,000 6.0% 9,900 1,000,001 — 2,000,000 5.0% 9,800 2,000,001 — 3,000,000 4.0% 9,700 3,000,001 — 5,000,000 3.0% 9,600 For example, a single purchaser would receive 55.051 Units rather than 55 Units for an investment of $550,000 and the Sales Commission would be $38,030. The discount would be calculated as follows: On the first $500,000 of the investment there would be no discount and the purchaser would receive 50 Units at $10,000 per Unit. On the remaining $50,000, the per Unit price would be $9,900 and the purchaser would receive 5.051 Units. No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, sold with the discounts described in subparagraphs (i) and (ii) above. (d) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 in each Partnership, or the receipt of the minimum subscription proceeds with respect to Pennsylvania subscribers as provided in Section 6 of the Escrow Agreement, excluding any optional subscription of the Managing General Partner and its Affiliates and the subscription discounts set forth in Section 4(c) of this Agreement, all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 as described above are received on or before the Offering Termination Date of a Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event: (i) the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement none of the Selling Agents’ bona fide due diligence expenses your compensation as set forth in Section 4(a) of this Agreement shall not be payable to you; (ii) all funds advanced by subscribers shall be returned to them with interest earned; and (iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents Dealers in connection with the offering of the Units. (e) Except as otherwise provided below, the feesDealer-Manager fee, reimbursementsSales Commissions, and Sales Commissions other fees and reimbursements set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following: (i) at least the minimum subscription proceeds of $2,000,000 as described above have been received by the respective Partnership and accepted by the respective Partnership; andand MDS Securities, LLC Dealer-Manager Agreement 5 (ii) the subscription proceeds have been released from the escrow account to the respective Partnership. You shall reallow to the Selling Agents Dealers and the wholesalers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your Dealer-Manager fees, reimbursements and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents Dealers and wholesalers as described above approximately every two weeks until the respective Partnership’s Offering Termination Date for the respective PartnershipDate. All your remaining Dealer-Manager fees, reimbursements, and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the respective Partnership’s Offering Termination Date for the respective PartnershipDate.