Common use of Acting as Dealer Clause in Contracts

Acting as Dealer. Except where otherwise inconsistent with its rights and duties as Dealer Manager under this Agreement, the Dealer Manager may act as a Dealer with respect to (a) institutional accounts as defined by FINRA Rule 4512(c), and (b) investors who are referred to the Dealer Manager by registered investment advisers (each an “RIA”) and accepted by the Dealer Manager on a non-solicited basis pursuant to the terms of a Registered Investment Adviser Referral Agreement substantially in the form attached hereto as Schedule 3 (“Referral Agreement”). With respect to such activities, except where otherwise inconsistent with its rights and duties as Dealer Manager under this Agreement and except as set forth below regarding suitability determinations in connection with sales described in (b) above, all provisions of this Agreement and form of Selected Dealer Agreement attached hereto (as each may be amended from time to time) that are applicable to Dealers shall apply to the Dealer Manager. Notwithstanding anything herein to the contrary, the Company acknowledges and agrees that the Dealer Manager will rely on each RIA executing a Referral Agreement to perform the obligations and requirements relating to the suitability of investors as set forth in the form of Selected Dealer Agreement, which would otherwise be applicable to the Dealer Manager in connection with sales described in (b) above. The Company agrees that the Dealer Manager is not obligated to determine the suitability of investors referred to the Dealer Manager pursuant to a Referral Agreement. The Company and the Dealer Manager shall remain subject to all other terms and conditions of this Agreement and, as applicable, the form of Selected Dealer Agreement, with respect to the Dealer Manager’s efforts to sell Shares to institutional accounts and to the investors referred by RIAs as described in this section.

Acting as Dealer. Except where otherwise inconsistent with its rights and duties as Dealer Manager under this Agreement, the Dealer Manager may act as a Dealer with respect to (a) institutional accounts as defined by FINRA Rule 4512(c), and (b) investors who are referred to the Dealer Manager by registered investment advisers (each an “RIA”) and accepted by the Dealer Manager on a non-solicited basis pursuant to the terms of a Registered Investment Adviser Referral Agreement substantially in the form attached hereto as Schedule 3 (“Referral Agreement”). With respect to such activities, except where otherwise inconsistent with its rights and duties as Dealer Manager under this Agreement and except as set forth below regarding suitability determinations in connection with sales described in (b) above, all provisions of this Agreement and form of Selected Dealer Agreement attached hereto (as each may be amended from time to time) that are applicable to Dealers shall apply to the Dealer Manager. Notwithstanding anything herein to the contrary, the Company acknowledges and agrees that the Dealer Manager will rely on each RIA executing a Referral Agreement to perform the obligations and requirements relating to the suitability of investors as set forth in the form of Selected Dealer Agreement, which would otherwise be applicable to the Dealer Manager in connection with sales described in (b) above. The Company agrees that the Dealer Manager is not obligated to determine the suitability of investors referred to the Dealer Manager pursuant to a Referral Agreement. The Company and the Dealer Manager shall remain subject to all other terms and conditions of this Agreement and, as applicable, the form of Selected Dealer Agreement, with respect to the Dealer Manager’s efforts to sell Shares to institutional accounts and to the investors referred by RIAs as described in this section. 14 13.