Dealers’ Commissions Clause Samples

Dealers’ Commissions. Except for discounts described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus (as amended and supplemented), the Dealer’s selling commission applicable to the public offering price of the Shares sold by the Dealer, which it is authorized to sell hereunder, is as follows:

Dealers’ Commissions. Except for discounts described in or as otherwise provided in the "Plan of Distribution" section of the Prospectus, Dealer's selling commission applicable to the total public offering price of Shares sold in the primary offering by Dealer which it is authorized to sell hereunder is as follows: DISTRIBUTION CHANNEL PRIMARY SHARES ----------------------------------------------- -------------------- Dealers 7.00% No selling commissions will be paid, and the per Share cash price shall be reduced to $9.30, in connection with Shares sold in the primary offering in the event that the investor has engaged the services of a registered investment advisor or other financial advisor, paid on a fee-for-service basis by the investor. No selling commissions will be paid, and the per Share cash price shall be reduced to $9.30, in connection with Shares sold to (i) retirement plans of Dealer, (ii) Dealer in its individual capacity, (iii) IRAs and qualified plans of Dealer's registered representatives or (iv) any one of Dealer's registered representatives in their individual capacities. No selling commissions, marketing support fees or due diligence expense reimbursement will be paid in connection with Shares sold under the DRP. Except as otherwise provided herein, all expenses incurred by Dealer in the performance of Dealer's obligations hereunder, including, but not limited to, expenses related to the Offering and any attorneys' fees, shall be at Dealer's sole cost and expense, and the foregoing shall apply notwithstanding the fact that the Offering is not consummated for any reason. The preceding commissions (for the Dealer distribution channel) shall be adjusted for sales under the volume discount program discussed above as follows: SHARES PURCHASED BY A PURCHASER COMMISSION RATE ----------------------------------- ----------------- 1 - 50,000 7.00% 50,001 - 100,000 6.00% 100,001 - 200,000 5.00% 200,001 - 500,000 4.00% 500,001 - 750,000 3.00% 750,001 - 1,000,000 2.00% 1,000,001 - and up 1.00% The above selling commissions shall be based on the gross proceeds of Shares sold by such Dealer and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. For these purposes, a "sale of Shares" shall occur if and only if a transaction has closed with a securities purchaser pursuant to all applicable offering and subscription documents and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transac...

Dealers’ Commissions. Except for volume discounts described in the “Plan of Distribution” section of the Prospectus, which volume discounts shall be the responsibility of the Dealer to provide to investors who qualify, and except as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s selling commission applicable to the Shares sold by Dealer in the primary offering which it is authorized to sell hereunder is 3.0% of the gross proceeds of the Shares sold by it in the primary offering and accepted and confirmed by the Company, which commissions will be payable by the Dealer Manager. In addition, as compensation for continuing to service stockholders in accordance with Dealer’s internal policies and procedures, the Dealer will be paid a quarterly stockholder servicing fee in the aggregate amount of up to 4.0% of the gross proceeds of the Shares sold by it in the primary offering and accepted and confirmed by the Company, which stockholder servicing fee will accrue daily in an amount equal to 1/365th of 1.0% of the purchase price per Share (or, once reported by the Company, the amount of the Company’s estimated net asset value per share) of Shares sold, excluding Shares sold pursuant to the distribution reinvestment plan. The Company will cease paying the stockholder servicing fee with respect to Shares sold in the Offering at the earliest of (i) the date at which the aggregate underwriting compensation from all sources equals 10.0% of the gross proceeds from the sale of Shares in the primary portion of the Offering (i.e., excluding proceeds from sales pursuant to the distribution reinvestment plan); (ii) the fourth anniversary of the last day of the fiscal quarter in which the Offering (excluding the distribution reinvestment plan offering) terminates; (iii) the date that such Share is redeemed or is no longer outstanding; and (iv) the occurrence of a merger of the Company, listing of the Shares on a national securities exchange, or an extraordinary transaction by the Company. The stockholder servicing fee relates to the share or shares sold. The Dealer Manager may, in its discretion, re-allow to Dealers up to 100% of the stockholder servicing fee for services that such Dealers perform in connection with the Shares; provided, however, that the Dealer Manager will not re-allow the stockholder servicing fee to any Dealer if such Dealer has not executed a Participating Dealer Agreement with the Dealer Manager or if such Dealer’s previously execute...

Dealers’ Commissions. Except for discounts described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus, the Dealer’s selling commission applicable to the total public offering price of Shares sold by the Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of the Class A Shares sold by it and accepted and confirmed by the Company and 3.0% of the gross proceeds of the Class T Shares sold by it and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager; provided, however, that no selling commissions shall be paid with respect to sales of Shares issued and sold pursuant to the Company’s distribution reinvestment plan. In addition, the Dealer shall provide ongoing services to holders of Class T Shares in accordance with the Dealer’s internal policies and procedures, which ongoing services may include, but are not limited to, (a) offering to meet with the holder of the Class T Share no less than annually to provide overall guidance on the stockholder’s investment in the Company, including discussing the mechanics of the Company’s distribution reinvestment plan, the Company’s share redemption program or a tender offer, or to answer questions about their customer account statement or valuations, and (b) discussing with the holder of the Class T Share, upon such stockholder’s request, any questions related to the stockholder’s investment in the Company. As compensation for such ongoing services to holders of Class T Shares, the Dealer will be paid a monthly distribution and stockholder servicing fee that will be calculated on a daily basis in an amount equal to 1/365th of 1.0% of the amount of the Company’s per share NAV of Class T Shares sold, excluding Class T Shares sold pursuant to the distribution reinvestment plan. The Dealer shall not receive any distribution and stockholder servicing fee with respect to Class A Shares, although the Dealer may, in its sole discretion, provide ongoing services to holders of Class A Shares similar to those services provided to holders of Class T Shares. The Dealer will no longer be entitled to the distribution and stockholder servicing fee with respect to Class T Shares sold in the Offering at the earliest of (i) the end of the month in which the transfer agent, on behalf of the Company, determines that total distribution and stockholder servicing fees paid by a stockholder within his or her individual account would be equal to 4.0% of the stockholder’s ...

Dealers’ Commissions. The Dealer's compensation for the offering and sale of Units will be sales commissions of up to three and one half percent (3.5%), marketing incentive fees of up to one half of one percent (0.5%) and reimbursement of accountable expenses of up to one-half of one percent (0.5%) of gross proceeds of the offering. For these purposes, a "sale of Units" shall occur if and only if a transaction has closed with a purchaser of Units pursuant to all applicable offering and subscription documents and the Fund has thereafter distributed the commission to the Underwriter in connection with such transaction. The Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Underwriter is in receipt of the commission from the Fund. The Dealer affirms that the Underwriter's liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith.

Dealers’ Commissions. Except for discounts described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus (as amended and supplemented), the Dealer’s selling commission applicable to the public offering price of the Shares sold by the Dealer, which it is authorized to sell hereunder, is as follows: Sales through a Dealer earning transaction-based compensation 6.5% 0.0% Sales through all other distribution channels as discussed in the Prospectus 0.0% 0.0% The preceding commission (for the Dealer distribution channel) shall be adjusted for sales under the volume discount program in accordance with the following table, which may be amended and supplemented by the Prospectus: Dollar Volume Shares Purchased Sales Commissions (Based on $10.68 Price Per Share) Dealer Manager Fee (Based on $10.68 Price Per Share) $ 0 to $ 999,999 6.50% 3.00% $ 1,000,000 to $1,999,999 5.50% 3.00% $ 2,000,000 to $2,999,999 4.50% 3.00% $ 3,000,000 to $3,999,999 3.50% 2.50% $ 4,000,000 to $9,999,999 2.00% 2.50% $10,000,000 and above 1.00% 2.00% The reduced selling commission and dealer manager fee will apply to the entire purchase. All commission rates and dealer manager fees are calculated assuming a price per share of $10.68. For example, a purchase of 250,000 shares in a single transaction would result in selling commissions of $120,150 and dealer manager fees of $80,100. All selling commissions shall be based on Shares sold by Dealer and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. For these purposes, a “sale of Shares” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received in full in the manner provided in Section II hereof, the Company has accepted the subscription agreement of such subscriber and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. The Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable from the Company and the Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. In addition, 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 it...

Dealers’ Commissions. The Dealer's compensation for the offering and sale of Notes will be sales commissions of up to four percent (4%), marketing incentive fees of up to one half of one percent (0.5%) and reimbursement of accountable expenses of up to one-half of one percent (0.5%) of the aggregate proceeds generated from the sale of Notes by such Dealer. For these purposes, a "sale of Notes" shall occur if and only if a transaction has closed with a purchaser of Notes pursuant to all applicable offering and subscription documents and the Company has thereafter distributed the commission to the Dealer Manager in connection with such transaction. The Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Company. The Dealer affirms that the Dealer Manager's liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith.

Dealers’ Commissions. Except for discounts described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus (as amended and supplemented), the Dealer’s selling commission applicable to the public offering price of the Shares sold by the Dealer, which it is authorized to sell hereunder, is as follows: Sales through a Dealer earning transaction-based compensation 7.0 %* 0.0 % Sales through all other distribution channels as described in the Prospectus 0.0 % 0.0 % * The Company will not pay any selling commissions in connection with Shares sold pursuant to the DRP. The preceding commission (for the Dealer distribution channel) shall be adjusted for sales under the volume discount program in accordance with the following table, which may be amended and supplemented by the Prospectus: Dollar Volume Shares Purchased Sales Commissions (Based on $10.00 Price Per Share) Dealer Manager Fee (Based on $10.00 Price Per Share) Price Per Share to Investor $ 0 to $ 499,999 7.0 % 3.0 % $ 10.00 $ 500,000 to $ 999,999 6.0 % 3.0 % $ 9.90 $ 1,000,000 to $1,999,999 5.0 % 3.0 % $ 9.80 $ 2,000,000 to $2,999,999 4.0 % 3.0 % $ 9.70 $ 3,000,000 to $3,999,999 3.0 % 2.5 % $ 9.55 $ 4,000,000 to $9,999,999 2.0 % 2.0 % $ 9.40 $10,000,000 and above 1.0 % 2.0 % $ 9.30 (1) Following the NAV pricing date, the percentage discounts on selling commissions and dealer manager fees set out above will be applied to the adjusted per share public offering price. The reduced selling commission and dealer manager fee will apply to the entire purchase until the NAV pricing date. All commission rates and dealer manager fees are calculated assuming a price per share of $10.00. For example, a purchase of 250,000 shares in a single transaction would result in selling commissions of $125,000 and dealer manager fees of $75,000. The Company will not pay any selling commissions or dealer manager fees in connection with Shares sold pursuant to the distribution reinvestment plan. All selling commissions shall be based on Shares sold by Dealer and accepted and confirmed by the Company, which commission will be paid by the Dealer Manager. For these purposes, a “sale of Shares” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received in full in the manner provided in Section 2 hereof, the Company has accepted the subscription agreement of such subscriber and the Company has thereaft...

Dealers’ Commissions. The Dealer's compensation for the offering and sale of Notes will be sales commissions of up to three percent (3%), marketing incentive fees of up to one half of one percent (0.5%) and reimbursement of accountable expenses of up to one-half of one percent (0.5%) of the aggregate proceeds generated from the sale of Notes by such Dealer. For these purposes, a "sale of Notes" shall occur if and only if a transaction has closed with a purchaser of Notes pursuant to all applicable offering and subscription documents and the Company has thereafter distributed the commission to the Dealer in connection with such transaction.