Distribution and Stockholder Servicing Fees. Except as otherwise provided in this Section 3.4 and elsewhere in this Dealer Manager Agreement and in the “Plan of Distribution” section of the Prospectus, which may be amended, restated or supplemented from time to time, the Company will pay to the Dealer Manager a distribution and stockholder servicing fee in connection with sales of the Shares, as described in Schedule 2 to this Dealer Manager Agreement. The Dealer Manager may reallow or advance the distribution and stockholder servicing fees to the Dealer who sold the Class T Shares, Class S Shares or Class D Shares giving rise to such distribution and stockholder servicing fees, respectively, to the extent the Selected Dealer Agreement with such Dealer provides for such payment. Notwithstanding the foregoing, if the Dealer Manager is notified that the Dealer who sold such Class T Shares, Class S Shares or Class D Shares, respectively, is no longer the broker-dealer of record with respect to such Class T Shares, Class S Shares or Class D Shares, then such Dealer’s entitlement to the distribution and stockholder servicing fees related to such Class T Shares, Class S Shares or Class D Shares shall cease, and such Dealer shall not receive the distribution and stockholder servicing fees for any portion of the month in which such Dealer is not the broker-dealer of record on the last day of the month; provided, however, if the change in the broker-dealer of record with respect to such Class T Shares, Class S Shares or Class D Shares is made in connection with a change in the registration of record for such Class T Shares, Class S Shares or Class D Shares on the Company’s books and records (including, but not limited to, a re-registration due to a sale or a transfer or a change in the form of ownership of the account), then such Dealer shall be entitled to a pro rata portion of the distribution and stockholder servicing fees related to such Class T Shares, Class S Shares or Class D Shares, respectively, for the portion of the month for which such Dealer was the broker-dealer of record. Thereafter, such distribution and stockholder servicing fees may be paid by the Dealer Manager to the then-current broker-dealer of record with respect to the Class T Shares, Class S Shares or Class D Shares, if any, if such broker-dealer of record has entered into a Selected Dealer Agreement with the Dealer Manager that provides for such payment. In this regard, all determinations will be made by the Dealer Manager in good fa...
Distribution and Stockholder Servicing Fees. The Company agrees that it will pay to the Dealer Manager a distribution and stockholder servicing fee in an annual amount equal to 1.0% of the aggregate NAV of the outstanding Class T Shares, 1.0% of the aggregate NAV of the outstanding Class S Shares and 0.25% of the aggregate NAV of the outstanding Class D Shares, which will accrue monthly and be payable monthly in arrears. No distribution and stockholder servicing fees shall be paid to the Dealer Manager with respect to Class I Shares. Exhibit A
