Common use of Distribution and Servicing Fee Clause in Contracts

Distribution and Servicing Fee. Participating Dealer acknowledges that, beginning the first month after the close of the Offering, Shares will be subject to a distribution and servicing fee (the “Distribution and Servicing Fee”) at an annualized rate of 1.0% of the NAV per Share, to accrue daily and be paid monthly in arrears out of Trust assets, in order to compensate the Dealer Manager for services and expenses related to the marketing, sale and distribution of the Trust. The Trust will cease incurring a Distribution and Servicing Fee at the earlier of: (i) the date at which the underwriting compensation from all sources, including the Distribution and Servicing Fees and underwriting compensation paid by the Trust and shareholders, equals 8.0% of the gross proceeds from the offering; (ii) the date when the Distribution and Shareholder Servicing Plan between the Trust and the dealer manager terminates or is not continued; or (iii) the date at which a Liquidity Event occurs. (i) Beginning the first full calendar quarter after the close of the Offering, the Dealer Manager, in its sole discretion, may re-allow a portion of the Distribution and Servicing Fee received by it from the Trust to the Participating Dealer. Upon the date, if any, the Dealer Manager is notified that the Participating Dealer that sold the Shares giving rise to the Distribution and Servicing Fee is no longer the broker-dealer of record with respect to such Shares, then the Participating Dealer’s entitlement to the Distribution and Servicing Fee related to such Shares shall cease, and the Participating Dealer shall not receive the re-allowance of the Distribution and Servicing Fee for any portion of the quarter in which such Participating Dealer is not the broker-dealer of record on the last day of the quarter. Thereafter, such Distribution and Servicing Fee may be re-allowed by the Dealer Manager to the then-current broker-dealer of record of the Shares, if any, if such broker-dealer has been designated and has entered into a Participating Dealer Agreement with the Dealer Manager that provides for such re-allowance in connection with the Trust. The Participating Dealer agrees to promptly notify the Dealer Manager upon becoming aware that it is no longer the broker-dealer of record to any or all of the Shares sold by the Participating Dealer. (ii) In connection with the Participating Dealer’s receipt of the Distribution and Servicing Fee, the Participating Dealer agrees to provide the following support services to clients who may from time to time beneficially own Shares for which Participating Dealer is receiving the Distribution and Servicing Fee: assisting in establishing and maintaining accounts and records relating to clients; processing repurchase, dividend, and distribution payments from the Trust on behalf of clients; in connection with client initial and subsequent purchases of Shares, arranging for bank wires following notification to the Trust; responding to client inquiries relating to the services performed by the Participating Dealer; responding to routine inquiries from clients concerning their investments in Shares; assisting clients in changing account designations and addresses; assisting clients in the process of Share repurchases; and providing such other similar services as the Trust may reasonably request to the extent the Participating Dealer is permitted to do so under applicable statutes, rules and regulations.

Distribution and Servicing Fee. Participating Dealer acknowledges that, beginning the first calendar month after the close of the Offering, Shares will be subject to a distribution and servicing fee (the “Distribution and Servicing Fee”) at an annualized rate of 1.0% of the NAV per Share, to accrue daily and be paid monthly in arrears out of Trust Fund assets, in order to compensate the Dealer Manager for services and expenses related to the marketing, sale and distribution of the TrustFund. The Trust Fund will cease incurring a paying the Distribution and Servicing Fee at the earlier of: (i) the date at which the underwriting compensation from all sources, including the Distribution and Servicing Fees and underwriting compensation paid by the Trust Fund and shareholders, equals 8.0% of the gross proceeds from the offeringoffering excluding proceeds from Share sales pursuant to the DRP; (ii) the date when the Distribution and Shareholder Servicing Plan between the Trust and the dealer manager terminates or is not continued; , or (iii) the date at which a Liquidity Event occurs. (i) Beginning the first full calendar quarter month after the close of the Offering, the Dealer Manager, in its sole discretion, may re-allow a portion of the Distribution and Servicing Fee received by it from the Trust Fund to the Participating Dealer. Upon the date, if any, the Dealer Manager is notified that the Participating Dealer that sold the Shares giving rise to the Distribution and Servicing Fee is no longer the broker-dealer of record with respect to such Shares, then the Participating Dealer’s entitlement to the Distribution and Servicing Fee related to such Shares shall cease, and the Participating Dealer shall not receive the re-allowance of the Distribution and Servicing Fee for any portion of the quarter month in which such Participating Dealer is not the broker-dealer of record on the last day of the quartermonth. Thereafter, such Distribution and Servicing Fee may be re-allowed by the Dealer Manager to the then-current broker-dealer of record of the Shares, if any, if such broker-dealer has been designated and has entered into a Participating Dealer Agreement with the Dealer Manager that provides for such re-allowance in connection with the TrustFund. The Participating Dealer agrees to promptly notify the Dealer Manager upon becoming aware that it is no longer the broker-dealer of record to any or all of the Shares sold by the Participating Dealer. (ii) In connection with the Participating Dealer’s receipt of the Distribution and Servicing Fee, the Participating Dealer agrees to provide the following support services to clients who may from time to time beneficially own Shares for which Participating Dealer is receiving the Distribution and Servicing Fee: assisting in establishing and maintaining accounts and records relating to clients; processing repurchase, dividend, and distribution payments from the Trust Fund on behalf of clients; in connection with client initial and subsequent purchases of Shares, arranging for bank wires following notification to the TrustFund; responding to client inquiries relating to the services performed by the Participating Dealer; responding to routine inquiries from clients concerning their investments in Shares; assisting clients in changing account designations and addresses; assisting clients in the process of Share repurchases; and providing such other similar services as the Trust Fund may reasonably request to the extent the Participating Dealer is permitted to do so under applicable statutes, rules and regulations.