Common use of Class T Shares Clause in Contracts

Class T Shares. 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 Sponsor, based on each Class T Share sold by you or the Dealers to investors in the Company whose subscriptions for Shares are accepted by the Company: Selling Commissions Paid by the Sponsor Distribution Channel Primary Offering Shares DRP Shares Sales through a Dealer earning transaction-based compensation 3.0 % 0.0 % * Except as set forth herein or in the “Plan of Distribution” section of the Prospectus (as amended and supplemented), the Dealer Manager will reallow all of its selling commissions attributable to a Dealer. The Sponsor may, at its discretion and upon thirty (30) days’ notice to the Dealer Manager and the Company, terminate its obligation to pay selling commissions in connection with the sale of Class T Shares following the end of such thirty (30) day notice period. In the event that the Sponsor provides such notice, the Dealer Manager shall receive the following selling commissions from the Company following the end of such thirty (30) day notice period based on each Class T Share sold by the Dealer Manager or the Dealers to investors in the Company: Selling Commissions Paid by the Company Distribution Channel Primary Offering Shares DRP Shares Sales through a Dealer earning transaction-based compensation 3.0 % 0.0 % Except as described in the immediately preceding paragraph, (i) the Company shall have no obligation whatsoever to pay any selling commissions in connection with sales of Class T Shares (ii) the Company shall not be subject to any losses, claims, expenses (including the reasonable legal and other expenses incurred in investigating and defending any such claims or liabilities), damages or liabilities whatsoever with respect to any selling commissions in connection with the sale of Class T shares and (iii) neither the Dealer Manager nor any Dealer shall bring any action, suit or other proceeding against the Company or any of its Resource Securities, Inc. 6 Dealer Manager Agreement assets with respect to any selling commissions in connection with the sale of Class T shares, including without limitation, any proceeding claiming nonpayment of selling commissions by the Sponsor.

Class T Shares. 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 Sponsor, based on each Class T Share sold by you or the Dealers to investors in the Company whose subscriptions for Shares are accepted by the Company: Selling Commissions Paid by the Sponsor Distribution Channel Primary Offering Shares DRP Shares Sales through a Dealer earning transaction-based compensation 3.0 % 0.0 % * Except as set forth herein or in the “Plan of Distribution” section of the Prospectus (as amended and supplemented), the Dealer Manager will reallow all of its selling commissions attributable to a Dealer. The Sponsor may, at its discretion and upon thirty (30) days’ notice With respect to the Dealer Manager and the Company, terminate its obligation to pay selling commissions in connection with the sale of Class T Shares following the end of such thirty (30) day notice period. In the event that the Sponsor provides such notice, the Dealer Manager shall receive the following selling commissions from the Company following the end of such thirty (30) day notice period based on each Class T Share sold by the Dealer Manager or the Dealers to investors in the Company: Selling Commissions Paid by the Company Distribution Channel Primary Offering Shares DRP Shares Sales through a Dealer earning transaction-based compensation 3.0 % 0.0 % Except as described in the immediately preceding paragraph, (i) the Company shall have no obligation whatsoever to pay any selling commissions in connection with sales of Class T Shares (ii) the Company shall not be subject to any losses, claims, expenses (including the reasonable legal and other expenses incurred in investigating and defending any such claims or liabilities), damages or liabilities whatsoever with respect to any selling commissions in connection with the sale of Class T shares and (iii) neither the Dealer Manager nor any Dealer shall bring any action, suit or other proceeding against the Company or any of its Resource Securities, Inc. 6 Dealer Manager Agreement assets with respect to any selling commissions in connection with the sale of Fund’s Class T shares, including without limitationto the extent the Total Annual Fund Operating Expenses (as defined in Item 3 to Form N-1A), any proceeding claiming nonpayment after such expense reimbursement and/or fee waiver (exclusive of selling commissions distribution and service (12b-1) fees, brokerage expenses, interest expense, taxes and extraordinary expenses), exceed 1.25%, the Adviser will reduce the fee payable with respect to the Fund to the extent of such excess, and/or shall reimburse the Fund (or class as applicable) by the Sponsor.amount of such excess. The waiver or reimbursement shall be allocated to each class of the Fund in the same manner as the underlying expenses or fees were allocated. * * * * * The Adviser and the Sub-Adviser agree to allocate any such waivers or reimbursements incurred by the Adviser by attributing 2/3 of the required amount to the Sub-Adviser and 1/3 of the required amount to the Adviser. The Adviser and the Sub-Adviser further agree that such fee waivers and reimbursements for the Fund are effective as of May 10, 2017 and shall continue at least through February 28, 2019. Each of the Adviser and the Sub-Adviser will be permitted to recover, on a class by class basis, expenses it has borne through this letter agreement to the extent that the Fund’s expenses in later periods fall below the annual rates set forth in this agreement or in previous letter agreements. Notwithstanding the foregoing, the Fund will not be obligated to pay any such waived or reimbursed fees and expenses more than thirty-six months after the end of the fiscal year in which the fee was waived or expense reimbursed. ALPS ADVISORS, INC. RED ROCKS CAPITAL LLC By: /s/ Pxxxxxx X. Xxxxxxxx By: /s/ Txxxxx X. Xxxxxx Name: Pxxxxxx X. Xxxxxxxx Name: Txxxxx X. Xxxxxx Title: Treasurer Title: President Your signature below acknowledges acceptance of this letter agreement: FINANCIAL INVESTORS TRUST By: /s/ Exxxxx X. Xxxxx Name: Exxxxx X. Xxxxx Title: President

Class T Shares. 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 and unless and until the Sponsor provides the notice described below, the Dealer Manager you shall receive the following selling commissions from the Sponsor, based on each Class T Share sold by you the Dealer Manager or the Dealers to investors in the Company whose subscriptions for Shares are accepted by the Company: Selling Commissions Paid by the Sponsor Distribution Channel Primary Offering Shares DRP Shares Sales through a Dealer earning transaction-based compensation 3.0 % 0.0 % * Except Sales through all other distribution channels as set forth herein or described in the “Plan of Distribution” section of the Prospectus (as amended and supplemented), the Dealer Manager will reallow all of its selling commissions attributable to a Dealer. 0.0 % 0.0 % The Sponsor may, at its discretion and upon thirty (30) days’ notice to the Dealer Manager and the Company, terminate its obligation to pay selling commissions in connection with the sale of Class T Shares following the end of such thirty (30) day notice period. In the event that the Sponsor provides such notice, the Dealer Manager shall receive the following selling commissions from the Company following the end of such thirty (30) day notice period based on each Class T Share sold by the Dealer Manager or the Dealers to investors in the Company: Selling Commissions Paid by the Company Distribution Channel Primary Offering Shares DRP Shares Sales through a Dealer earning transaction-based compensation 3.0 % 0.0 % Except Sales through all other distribution channels as described in the immediately preceding paragraph, (i) Prospectus 0.0 % 0.0 % Neither the Company nor the Sponsor will pay any selling commissions in connection with Shares sold pursuant to the DRP. Except as set forth herein or in the “Plan of Distribution” section of the Prospectus (as amended and supplemented), the Dealer Manager will reallow all of its selling Neither the Company nor the Sponsor shall have no any obligation whatsoever to pay any selling commissions payable by the other in connection with sales of Class T Shares (ii) Shares. Neither the Sponsor nor the Company shall not be subject to any losses, claims, expenses (including the reasonable legal and other expenses incurred in investigating and defending any such claims or liabilities)expenses, damages or liabilities whatsoever with respect to any selling commissions payable by the other in connection with the sale of Class T shares and (iii) neither shares. Neither the Dealer Manager nor any Dealer shall bring any action, suit or other proceeding against the Company or the Sponsor or any of its Resource Securities, Inc. 6 Dealer Manager Agreement their assets with respect to any selling commissions payable by the other in connection with the sale of Class T A shares, including without limitation, any proceeding claiming nonpayment of selling commissions by the Sponsorother.

Class T Shares. Except as may In consideration for Ameriprise’s execution of this Agreement, and for the performance of Ameriprise’s obligations hereunder, the Dealer Manager agrees to pay or cause to be provided in the “Plan paid to Ameriprise a Selling Commission of Distribution” section two percent (approximately $0.1890 based on initial $9.4489 price per share) 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 Sponsor, based on price of each Class T Share (except for Class T Shares sold pursuant to the DRIP) sold by you or Ameriprise. The Dealer Manager will also re-allow to Ameriprise out of its dealer manager fee a Marketing Fee of up to 2.5% of the Dealers full price of each Class T Share (except for Class T Shares sold pursuant to investors in the DRIP) sold by Ameriprise; provided however, the Company whose subscriptions for Shares are accepted will not pay Ameriprise a Marketing Fee if the aggregate underwriting compensation to be paid to all parties in connection with the Offering exceeds the limitations prescribed by the Company: Selling Commissions Paid by the Sponsor Distribution Channel Primary Offering Shares DRP Shares Sales through a Dealer earning transaction-based compensation 3.0 % 0.0 % * Except as set forth herein or in the “Plan of Distribution” section of the Prospectus (as amended and supplemented)FINRA. In addition, the Dealer Manager will receive an annual distribution and stockholder servicing fee of 1.0% of the purchase price per Class T Share (or, once reported, the amount of our estimated NAV) for Class T Shares purchased; provided however, that the amount of the distribution and stockholder servicing fee to be reallowed to Ameriprise will not exceed a total of 4.0% . The distribution and stockholder servicing fee will accrue daily and be paid quarterly in arrears. The Dealer Manager will reallow all of its selling commissions attributable the ongoing distribution and stockholder servicing fee to the selected dealer who initially sold the Class T Shares to a Dealer. The Sponsor maystockholder or, at its discretion and upon thirty (30) days’ notice if applicable, to a subsequent broker-dealer of record of the Class T Shares so long as the subsequent broker-dealer is party to a selected dealer agreement with the Dealer Manager that provides for such reallowance. The Company will cease paying the distribution and the Company, terminate its obligation stockholder servicing fee with respect to pay selling commissions in connection with the sale any particular Class T Share and that Class T Share will convert into a number of Class T A Shares following the end of such thirty (30) day notice period. In the event that the Sponsor provides such notice, the Dealer Manager shall receive the following selling commissions from the Company following the end of such thirty (30) day notice period based on determined by multiplying each Class T Share sold to be converted by the “Conversion Rate” described herein on the earlier of: (i) a listing of the Class A Shares on a national securities exchange; (ii) a merger or consolidation of the Company with or into another entity, or the sale or other disposition of all or substantially all of the Company’s assets; (iii) the end of the month in which the Dealer Manager or the Dealers to investors determines that total underwriting compensation paid in the Company: Selling Commissions Paid by primary offering including the Company Distribution Channel Primary Offering Shares DRP Shares Sales through a Dealer earning transaction-based compensation 3.0 % 0.0 % Except as described in the immediately preceding paragraph, (i) the Company shall have no obligation whatsoever to pay any selling commissions in connection with sales of distribution and stockholder servicing fee paid on all Class T Shares sold in the primary offering is equal to 10.0% of the gross proceeds of the primary offering from the sale of both Class A Shares and Class T Shares; and (iiiv) the Company shall not be subject to any lossesend of the month in which the transfer agent, claimson behalf of the Company, expenses (determines that underwriting compensation paid in the primary offering including the reasonable legal distribution and other expenses incurred in investigating and defending any such claims or liabilities), damages or liabilities whatsoever stockholder servicing fee paid with respect to any selling commissions in connection with the sale of Class T shares and (iii) neither Shares held by a stockholder within his or her particular account equals 10.0% of the Dealer Manager nor any Dealer shall bring any action, suit or other proceeding against gross offering price at the Company or any time of its Resource Securities, Inc. 6 Dealer Manager Agreement assets with respect to any selling commissions in connection with investment of the sale of Class T sharesShares held in such account. The length of time over which the distribution and stockholder servicing fee would be paid is approximately 5.25 years from the date of purchase, including without limitationassuming a constant per share offering price or estimated NAV, any proceeding claiming nonpayment as applicable, of selling commissions by the Sponsor.$9.45

Class T Shares. Except as may be provided in Subject to the “Plan of Distribution” section terms of the ProspectusAgreement, which may be amended including without limitation Sections IV, V and supplemented from time to time, as Dealer Manager you shall receive the following selling commissions from the Sponsor, based on each Class T Share sold by you or the Dealers to investors in the Company whose subscriptions for Shares are accepted by the Company: Selling Commissions Paid by the Sponsor Distribution Channel Primary Offering Shares DRP Shares Sales through a Dealer earning transaction-based compensation 3.0 % 0.0 % * Except as set forth herein or in the “Plan of Distribution” section VI of the Prospectus (as amended and supplemented)Agreement, the Dealer Manager will shall reallow all of its selling commissions attributable to a Dealer. The Sponsor may, at its discretion and upon thirty (30) days’ notice or advance to the Dealer 100% of the Distribution Fees received by the Dealer Manager with respect to Class T Shares sold by the Dealer in the primary offering until such time as the Dealer has received aggregate Distribution Fees with respect to such Class T Shares equal to ___% of the aggregate purchase price of all shares at the time of purchase of such Class T Shares. The reallowance of Distribution Fees to the Dealer is subject to the limitations set forth in Section IV of the Agreement and shall cease upon the Companyearliest to occur of certain events, terminate its obligation as described in Section IV of the Agreement. The Dealer Manager will pay the Distribution Fees to pay selling commissions the Dealer monthly in connection arrears. Notwithstanding anything to the contrary contained in this Schedule, the Dealer affirms that the Dealer Manager’s liability for payment of the Distribution Fees to the Dealer is limited solely to the Distribution Fees received by the Dealer Manager from the Company associated with the Dealer’s sale of Class T Shares following and/or Class D Shares. The parties agree that the end underwriting compensation payable with respect to Class T Shares sold by the Dealer pursuant to this Agreement shall be paid in accordance with Exhibit A attached hereto. Class D Shares Subject to the terms of the Agreement, including without limitation Sections IV, V and VI of the Agreement, the Dealer Manager shall reallow or advance to the Dealer, from the Distribution Fees that the Dealer Manager receives from the Company with respect to the Class D Shares sold by the Dealer in the primary offering, Distribution Fees in an amount equal to ___ % per annum of the aggregate NAV of ​ ​ such thirty Class D Shares. The Distribution Fees will be calculated using the most recently disclosed monthly NAV before giving effect to the monthly Distribution Fee or distributions on the Company’s Shares. The reallowance of Distribution Fees to the Dealer is subject to the limitations set forth in Section IV of the Agreement and shall cease upon the earliest to occur of certain events, as described in Section IV of the Agreement. The Dealer Manager will pay the Distribution Fees to the Dealer monthly in arrears. Notwithstanding anything to the contrary contained in this Schedule, the Dealer affirms that the Dealer Manager’s liability for payment of the Distribution Fees to the Dealer is limited solely to the Distribution Fees received by the Dealer Manager from the Company associated with the Dealer’s sale of Class D Shares. DEALER: ___________________________________________________ (30Print Name of Dealer) day notice periodBy:____________________________________________ Name:____________________________________________ Title:____________________________________________ Date:____________________________________________ ​ ​ EXHIBIT A to Schedule 1 ​ Ares Industrial Real Estate Income Trust Inc. – Underwriting Compensation Table at Time of Sale (“TOS”) and Distribution Fee Payments in Subsequent Years* ​ Class T Shares: ​ ​ Selling Commission (2.00%) Dealer Manager Fee(2.50%) Distribution Fee (0.85% per annum)* TOTAL ​ TOS TOS Year 1 Year 2 Year 3 Year 4 Year 5 ​ Amount Reallowed to and Retained by Dealer as Marketing Fee 0.00% 1.00% 0.00% 0.00% 0.00% 0.00% 0.00% 1.00% Amount Paid to Dealer and Reallowed to Registered Representative Registered with Dealer 2.00% 1.00% 0.85% 0.85% 0.85% 0.45% 0.00% 6.00% Amount Retained by Dealer Manager 0.00% 0.50% 0.00% 0.00% 0.00% 0.40% 0.60% 1.50% TOTAL 2.00% 2.50% 0.85% 0.85% 0.85% 0.85% 0.60% 8.50% ​ ​ *Length of time may vary. Amounts will be limited to the percentages set forth under “Total” above. ​ ​ ​ SCHEDULE 2​ TO SELECTED DEALER AGREEMENT WITH ARES WEALTH MANAGEMENT SOLUTIONS, LLC ​ NAME OF ISSUER: ARES INDUSTRIAL REAL ESTATE INCOME TRUST INC. NAME OF DEALER: ______________________________________ ​ SCHEDULE 2 TO AGREEMENT DATED: The Dealer hereby authorizes the Dealer Manager or its agent to deposit selling commissions, dealer manager fee reallowances, distribution fees and any other payments due to it pursuant to the Selected Dealer Agreement to its bank account specified below. This authority will remain in force until the Dealer notifies the Dealer Manager in writing to cancel it. In the event that the Sponsor provides such noticeDealer Manager deposits funds erroneously into the Dealer’s account, the Dealer Manager shall receive is authorized to debit the following selling commissions from the Company following the end of such thirty (30) day account with no prior notice period based on each Class T Share sold by to the Dealer Manager or for an amount not to exceed the Dealers to investors in amount of the Companyerroneous deposit. Bank Name: Selling Commissions Paid by the Company Distribution Channel Primary Offering Shares DRP Shares Sales through a Dealer earning transaction-based compensation 3.0 % 0.0 % Except as described in the immediately preceding paragraph, _________________________________________ Bank Address: _______________________________________ Bank Routing Number: ________________________________ Account Number: ____________________________________ ​ DEALER: ___________________________________________________ (iPrint Name of Dealer) the Company shall have no obligation whatsoever to pay any selling commissions in connection with sales of Class T Shares (ii) the Company shall not be subject to any losses, claims, expenses (including the reasonable legal and other expenses incurred in investigating and defending any such claims or liabilities), damages or liabilities whatsoever with respect to any selling commissions in connection with the sale of Class T shares and (iii) neither the Dealer Manager nor any Dealer shall bring any action, suit or other proceeding against the Company or any of its Resource Securities, Inc. 6 Dealer Manager Agreement assets with respect to any selling commissions in connection with the sale of Class T shares, including without limitation, any proceeding claiming nonpayment of selling commissions by the Sponsor.By:____________________________________________ Name:____________________________________________ Title:____________________________________________ Date:____________________________________________ ​ ​ ​ ​ EXHIBIT A

Class T Shares. Except as (Initials) Upfront Selling Commission of up to 3.0% of the transaction price per Class T share sold in the Primary Offering*Total Selling Commissions and Dealer Manager Fee may not exceed 3.5%. By initialing here, the Dealer hereby agrees to the terms of the Agreement and this Schedule 1 with respect to the Class T shares. ________ (Initials) Upfront Dealer Manager Fee of up to 0.5% of the transaction price per Class T share sold in the Primary Offering*Total Selling Commissions and Dealer Manager Fee may not exceed 3.5%. By initialing here, the Dealer hereby agrees to the terms of the Agreement and this Schedule 1 with respect to the Class T shares. ________ (Initials) Distribution Fee of 0.85% (Annualized Rate) of aggregate NAV of outstanding Class T shares, consisting of an advisor Distribution Fee of [0.65]% (Annualized Rate), and a dealer Distribution Fee of [0.20]% (Annualized Rate), of the aggregate NAV of outstanding Class T shares. By initialing here, the Dealer agrees to the terms of eligibility for the Distribution Fee set forth in this Schedule 1. Should the Dealer choose to opt out of this provision, it will not be provided eligible to receive the Distribution Fee and initialing is not necessary. The Dealer represents by its acceptance of each payment of the Distribution Fee that it complies with each of the above requirements. Class S Shares ________ (Initials) Upfront Selling Commission of up to 3.5% of the transaction price per Class S share sold in the Primary Offering* By initialing here, the Dealer hereby agrees to the terms of the Agreement and this Schedule 1 with respect to the Class S shares. ________ (Initials) Distribution Fee of 0.85% (Annualized Rate) of aggregate NAV of outstanding Class S shares By initialing here, the Dealer agrees to the terms of eligibility for the Distribution Fee set forth in this Schedule 1. Should the Dealer choose to opt out of this provision, it will not be eligible to receive the Distribution Fee and initialing is not necessary. The Dealer represents by its acceptance of each payment of the Distribution Fee that it complies with each of the above requirements. Class D Shares ________ (Initials) Distribution Fee of 0.25% (Annualized Rate) of aggregate NAV of outstanding Class D shares By initialing here, the Dealer agrees to the terms of eligibility for the Distribution Fee set forth in this Schedule 1. Should the Dealer choose to opt out of this provision, it will not be eligible to receive the Distribution Fee and initialing is not necessary. The Dealer represents by its acceptance of each payment of the Distribution Fee that it complies with each of the above requirements. * Subject to discounts described in the “Plan of Distribution” section of the Prospectus. "DEALER MANAGER" BLACK CREEK CAPITAL MARKETS, which may be amended and supplemented from time to timeLLC By: Name: Title: "DEALER" (Print name of Dealer) By: Name: Title: SCHEDULE 2 TO SELECTED DEALER AGREEMENT WITH BLACK CREEK CAPITAL MARKETS, as LLC NAME OF ISSUER: BLACK CREEK DIVERSIFIED PROPERTY FUND INC. NAME OF DEALER: SCHEDULE 2 TO AGREEMENT DATED: Dealer Manager you shall receive the following selling commissions from the Sponsor, based on each Class T Share sold by you or the Dealers to investors in the Company whose subscriptions for Shares are accepted by the Company: Selling Commissions Paid by the Sponsor Distribution Channel Primary Offering Shares DRP Shares Sales through a Dealer earning transaction-based compensation 3.0 % 0.0 % * Except as set forth herein or in the “Plan of Distribution” section of the Prospectus (as amended and supplemented), hereby authorizes the Dealer Manager or its agent to deposit upfront selling commissions, dealer manager fees, distribution fees, reallowances and other payments due to it pursuant to the Selected Dealer Agreement in the manner specified below. This authority will reallow all of its selling commissions attributable to a Dealer. The Sponsor may, at its discretion and upon thirty (30) days’ notice to remain in force until Dealer notifies the Dealer Manager and the Company, terminate its obligation in writing to pay selling commissions in connection with the sale of Class T Shares following the end of such thirty (30) day notice periodcancel it. In the event that the Sponsor provides such noticeDealer Manager deposits funds erroneously into Dealer’s account, the Dealer Manager shall receive is authorized to debit the following selling commissions from account with no prior notice to Dealer for an amount not to exceed the Company following amount of the end of such thirty (30) day notice period based on each Class T Share sold by the erroneous deposit. Payment Type ¨Upfront Selling Commissions/Dealer Manager or the Dealers Fees ¨Distribution Fees ¨Other If there are different instructions for each payment type, please complete a separate form for each payment instruction. Payment Method ¨ Check Mailing Address:___________________________ Attention:_________________________________ City:________________ State: __________ Zip: ____________ ¨ ACH ABA Number:________________________________ Bank Name:__________________________________ Account Number:______________________________ Reference: _____________________________________ Mailing Address:_________________________________ City:___________________ State:________________ Zip:_____________ Payment Backup ¨Hard Copy ¨Mail to investors in the Companyaddress listed above ¨Mail to a different address: Selling Commissions Paid by the Company Distribution Channel Primary Offering Shares DRP Shares Sales through a Mailing address: __________________________________________ City:_________________ State:______________ Zip:_____________ ¨ Internet Dealer earning transaction-based compensation 3.0 % 0.0 % Except as described in the immediately preceding paragraph, Commission (iIDC) the Company shall have no obligation whatsoever – Please go to pay any selling commissions in connection with sales of Class T Shares (ii) the Company shall not be subject xxx.xxxxxx.xxx to any losses, claims, expenses (including the reasonable legal and other expenses incurred in investigating and defending any such claims or liabilities), damages or liabilities whatsoever with respect sign up for access to any selling commissions in connection with the sale of Class T shares and (iii) neither the Dealer Manager nor any Dealer shall bring any action, suit or other proceeding against the Company or any of its Resource Securities, Inc. 6 Dealer Manager Agreement assets with respect to any selling commissions in connection with the sale of Class T shares, including without limitation, any proceeding claiming nonpayment of selling commissions by the Sponsorcommission files.

Class T Shares. In consideration for Ameriprise’s execution of this Agreement, and for the performance of Ameriprise’s obligations hereunder, the Dealer Manager agrees to pay or cause to be paid to Ameriprise a Selling Commission of two percent ($0.189 based on initial $9.45 per share price) of the price of each Class T Share (except for Class T Shares sold pursuant to the DRIP) sold by Ameriprise. The Dealer Manager will also re-allow to Ameriprise out of its dealer manager fee a Marketing Fee of up to 2.5% of the full price of each Class T Share (except for Class T Shares sold pursuant to the DRIP) sold by Ameriprise; provided however, the Company will not pay Ameriprise a Marketing Fee if the aggregate underwriting compensation to be paid to all parties in connection with the Offering exceeds the limitations prescribed by FINRA. In addition, the Dealer Manager will receive an annual distribution fee of 1.0% of the purchase price per Class T Share (or, once reported, the amount of our estimated NAV) for Class T Shares purchased; provided however, that the amount of the distribution fee to be reallowed to Ameriprise will not exceed a total of 4.0%. The distribution fee will accrue daily and be paid monthly. The Dealer Manager will reallow the ongoing distribution fee to the selected dealer who initially sold the Class T Shares to a stockholder or, if applicable, to a subsequent broker-dealer of record of the Class T Shares so long as the subsequent broker-dealer is party to a selected dealer agreement with the Dealer Manager that provides for such reallowance. The Company will cease paying the distribution fee with respect to each Class T Share sold in the Offering on the earliest to occur of the following: (i) a listing of shares of Common Stock on a national securities exchange; (ii) such Class T Share is no longer outstanding; (iii) the Dealer Manager’s determination that total underwriting compensation from all sources, including dealer manager fees, Selling Commissions, the distribution fee and any other underwriting compensation paid to participating broker dealers with respect to all Class A Shares and Class T Shares would be in excess of 10% of the gross proceeds of the primary portion of the Offering; or (iv) the end of the month in which the transfer agent, on the Company’s behalf, determines that total underwriting compensation with respect to the Class T Shares held by a stockholder within his or her particular account, including dealer manager fees, Selling Commissions, and the distribution fee, would be in excess of 10% of the total gross offering price at the time of the investment in the Class T Shares held in such account. All Class T Shares will automatically convert into Class A Shares upon a listing of shares of Common Stock on a national securities exchange. With respect to item (iv) above, all of the Class T Shares held in a stockholder’s account will automatically convert into Class A Shares as of the last calendar day of the month in which the 10% limit on a particular account is reached. NY 245408936v2 With respect to the conversion of Class T Shares into Class A Shares, each Class T Share will convert into an amount of Class A Shares based on the respective net asset value per share for each class. The Company currently expects that the conversion will be on a one-for-one basis, as it expects the net asset value per share of each Class A Share and Class T Share to be the same, except in the unlikely event that the distribution fee payable by the Company exceed the amount otherwise available for distribution to holders of Class T Shares in a particular period (prior to the deduction of the distribution fee), in which case the excess will be accrued as a reduction to the net asset value per share of each Class T Share. No payment of Selling Commissions, the Marketing Fee or the distribution fee will be made in respect of Orders (or portions thereof) which are rejected by the Company. Ameriprise shall transfer to the Transfer Agent the total amount debited from such investor accounts for the purchase of Shares, net of the Selling Commission payable to Ameriprise. The Marketing Fee will be paid via Automated Clearing House (ACH) payment initiated by the Dealer Manager on the second business day following the month in which the dealer manager fee on the applicable Shares sold by Ameriprise is received by the Dealer Manager. Selling Commissions, the Marketing Fee and the distribution fee will be payable only with respect to transactions lawful in the jurisdictions where they occur. Purchases of Shares by the Company, Ameriprise or its or their respective affiliates or any of their respective directors, officers and employees shall be net of Selling Commissions to the extent set forth in the Prospectus. Ameriprise affirms that the Dealer Manager’s liability for Selling Commissions, the Marketing Fee, the distribution fee and any other amount payable from the Dealer Manager to Ameriprise is limited solely to the amount of the Selling Commissions, the dealer manager fees and the distribution fee received by the Dealer Manager from the Company, and Ameriprise hereby waives any and all rights to receive payment of Selling Commissions, the Marketing Fee, the distribution fee and any other amount due to Ameriprise until such time as the Dealer Manager has received from the Company the Selling Commissions, dealer manager fees and the distribution fee from the sale of Shares by Ameriprise. No Selling Commissions, Marketing Fee or the distribution fee shall be paid to Ameriprise for purchases made by an investor pursuant to the DRIP. The Advisor will pay or cause to be paid to Ameriprise, the amount of any bona fide, itemized, separately invoiced due diligence expenses consistent with the language in the Prospectus and applicable regulations and FINRA rules. Except for offers and sales of Shares to the Company’s executive officers and directors and their immediate family members, to officers and employees of the Advisor or the Advisor’s affiliates, to or through registered investment advisers or a bank acting as may be provided a trustee or fiduciary, or through any other arrangements described in the “Plan of Distribution” section of the Prospectus, which may be amended the Company represents that neither it nor any of its affiliates have offered or sold any Shares pursuant to this Offering, and supplemented from time agrees that, through the Termination Date, the Company will not offer or sell any Shares (except for Shares offered pursuant to time, as the DRIP) otherwise than through the Dealer Manager you shall receive the following selling commissions from the Sponsor, based on each Class T Share sold by you or the Dealers to investors as provided in the Dealer Manager Agreement, Ameriprise as herein provided, the selected dealers other than Ameriprise as provided in the Selected Dealer Agreements, and registered investment advisers as provided in agreements between the Company whose subscriptions for Shares are accepted by and/or the Company: Selling Commissions Paid by the Sponsor Distribution Channel Primary Offering Shares DRP Shares Sales through a Dealer earning transaction-based compensation 3.0 % 0.0 % * Except as set forth herein or Manager and registered investment advisers, except pursuant to arrangements described in the “Plan of Distribution” section of the Prospectus (as amended and supplemented), the Dealer Manager will reallow all of its selling commissions attributable to a Dealer. The Sponsor may, at its discretion and upon thirty (30) days’ notice to the Dealer Manager and the Company, terminate its obligation to pay selling commissions in connection with the sale of Class T Shares following the end of such thirty (30) day notice period. In the event that the Sponsor provides such notice, the Dealer Manager shall receive the following selling commissions from the Company following the end of such thirty (30) day notice period based on each Class T Share sold by the Dealer Manager or the Dealers to investors in the Company: Selling Commissions Paid by the Company Distribution Channel Primary Offering Shares DRP Shares Sales through a Dealer earning transaction-based compensation 3.0 % 0.0 % Except as described in the immediately preceding paragraph, (i) the Company shall have no obligation whatsoever to pay any selling commissions in connection with sales of Class T Shares (ii) the Company shall not be subject to any losses, claims, expenses (including the reasonable legal and other expenses incurred in investigating and defending any such claims or liabilities), damages or liabilities whatsoever with respect to any selling commissions in connection with the sale of Class T shares and (iii) neither the Dealer Manager nor any Dealer shall bring any action, suit or other proceeding against the Company or any of its Resource Securities, Inc. 6 Dealer Manager Agreement assets with respect to any selling commissions in connection with the sale of Class T shares, including without limitation, any proceeding claiming nonpayment of selling commissions by the SponsorProspectus.