Common use of Selling Commissions Clause in Contracts

Selling Commissions. Subject to the volume discounts described below, the Fund has agreed to pay MCUSA commissions in the amount of $0.70 per Share (“Selling Commissions”) sold by MCUSA and the Selling Dealers; provided, however, that no Selling Commissions shall be payable by the Fund with respect to Shares sold (i) if Selling Dealer waives the Selling Commission; (ii) to broker-dealers participating in the Offering or any of their associated persons purchasing Shares for their own account or for their respective IRAs or Qualified Plans; (iii) to subscribers by registered investment advisors affiliated with a Selling Dealer who did not charge a commission in connection with an investment in the Shares or (iv) pursuant to the DRP. Furthermore, the Selling Commission payable by the Fund with respect to Shares sold shall be reduced to the extent the Selling Dealer reduces the Selling Commission. Subject to the conditions and qualifications set forth in this Agreement, and the performance by Selling Dealer of its obligations hereunder, MCUSA will pay the Selling Commissions to Selling Dealer with respect to Shares sold by Selling Dealer, subject to the limitations and exceptions contained herein. Notwithstanding the provisions of Section 3(a) above, and subject to the conditions set forth below, the Selling Commissions to be paid by the Fund shall be reduced for Shares sold to subscribers making an initial cash investment of more than $250,000 through the same Selling Dealer (but excluding any Shares purchased pursuant to the DRP) as follows: Total Investment for a Single Subscriber Purchase Price Per Share Selling Commission Per Share $250,001 - $500,000 9.90 0.60 $500,001 - $750,000 9.75 0.45 $750,001 - $1,000,000 9.65 0.35 More than $1,000,000 9.55 0.25 Any reduction in the amount of the Selling Commissions in respect of volume discounts received will be credited to the subscriber in the form of additional Shares, with fractional shares being issued if necessary. Selling Commissions will not be paid on any Shares issued in respect of a volume discount. For example, a subscriber purchasing $600,000 of Shares will receive 61,538.462 Shares at a purchase price per Share of $9.75. To the extent reasonably practicable, the Selling Dealer shall combine purchases for the purpose of qualifying a subscriber for, and crediting a subscriber or subscribers with, additional Shares, provided that all combined purchases are made through the same Selling Dealer and approved by the Fund. For these purposes, the Fund will combine subscriptions made in the Offering with other subscriptions in the Offering by the same subscriber for the purpose of computing amounts invested. In addition, for purposes of the volume discount, the term “subscriber” shall include:

Selling Commissions. Subject to the volume discounts described below, the Fund has agreed to pay MCUSA commissions in the amount of $0.70 per Share sold (“Selling Commissions”) shall be paid by the Fund to MCUSA with respect to the Shares sold by MCUSA and the Selling Dealers; provided, however, that no Selling Commissions shall be payable by the Fund with respect to Shares sold (i) if Selling Dealer waives the Selling Commission; (ii) to broker-dealers participating in the Offering or any of their associated persons purchasing Shares for their own account or for their respective IRAs or Qualified Plans; (iii) to subscribers by registered investment advisors affiliated with a Selling Dealer who did not charge a commission in connection with an investment in the Shares Shares; or (iv) pursuant to the DRP. Furthermore, the Selling Commission payable by the Fund to MCUSA with respect to Shares sold shall be reduced to the extent the Selling Dealer reduces the Selling Commission. Subject to the conditions and qualifications set forth in this Agreement, and the performance by Selling Dealer of its obligations hereunder, MCUSA will pay the Selling Commissions must be paid in cash, if at all. Such Selling Commissions shall be re-allowed to Selling Dealer with respect to Shares sold Dealers by Selling Dealer, subject to the limitations and exceptions contained hereinMCUSA. Notwithstanding the provisions of Section 3(a4(b) above, and subject to the conditions set forth below, the Selling Commissions to be paid by the Fund shall be reduced for Shares sold to subscribers making an initial cash investment of more than $250,000 through the same Selling Dealer (but excluding any Shares purchased pursuant to the DRP) as follows: Total Investment for a Single Subscriber Purchase Price Per Share Selling Commission Per Share $250,001 - $500,000 9.90 0.60 $500,001 - $750,000 9.75 0.45 $750,001 - $1,000,000 9.65 0.35 More than $1,000,000 9.55 0.25 Any reduction in the amount of the Selling Commissions in respect of volume discounts received will be credited to the subscriber in the form of additional Shares, with fractional shares being issued if necessary. Selling Commissions will not be paid on any Shares issued in respect of a volume discount. For example, a subscriber purchasing $600,000 of Shares will receive 61,538.462 Shares at a purchase price per Share of $9.75. To the extent reasonably practicable, the Selling Dealer shall combine purchases for the purpose of qualifying a subscriber for, and crediting a subscriber or subscribers with, additional Shares, provided that all combined purchases are made through the same Selling Dealer and approved by the Fund. For these purposes, the Fund will combine subscriptions made in the Offering with other subscriptions in the Offering by the same subscriber for the purpose of computing amounts invested. In addition, for purposes of the volume discount, the term “subscriber” shall include:0.25

Selling Commissions. Subject to the volume discounts described below, the Fund has agreed to pay MCUSA commissions in the amount of $0.70 per Share (“Selling Commissions”) sold by MCUSA and the Selling Dealers; provided, however, that no Selling Commissions shall be payable by the Fund with respect to Shares sold (i) if Selling Dealer waives the Selling Commission; (ii) to manager or its affiliates; (iii) to broker-dealers participating in the Offering or any of their associated persons purchasing Shares for their own account or for their respective IRAs or Qualified Plans; (iiiiv) to subscribers by registered investment advisors affiliated with a Selling Dealer who did not charge a commission in connection with an investment in the Shares or (ivv) pursuant to the DRP. Furthermore, the Selling Commission payable by the Fund with respect to Shares sold shall be reduced to the extent the Selling Dealer reduces the Selling Commission. Subject to the conditions and qualifications set forth in this Agreement, and the performance by Selling Dealer of its obligations hereunder, MCUSA will pay the Selling Commissions to Selling Dealer with respect to Shares sold by Selling Dealer, subject to the limitations and exceptions contained herein. Notwithstanding the provisions of Section 3(a) above, and subject to the conditions set forth below, the Selling Commissions to be paid by the Fund shall be reduced for Shares sold to subscribers making an initial cash investment of more than $250,000 through the same Selling Dealer (but excluding any Shares purchased pursuant to the DRP) as follows: Total Investment for a Single Subscriber Purchase Price Per Share Selling Commission Per Share $250,001 - $500,000 9.90 0.60 $500,001 - $750,000 9.75 0.45 $750,001 - $1,000,000 -$1,000,000 9.65 0.35 More than $1,000,000 9.55 0.25 Any reduction in the amount of the Selling Commissions in respect of volume discounts received will be credited to the subscriber in the form of additional Shares, with fractional shares being issued if necessary. Selling Commissions will not be paid on any Shares issued in respect of a volume discount. For example, a subscriber purchasing $600,000 of Shares will receive 61,538.462 Shares at a purchase price per Share of $9.75. To the extent reasonably practicable, the Selling Dealer shall combine purchases for the purpose of qualifying a subscriber for, and crediting a subscriber or subscribers with, additional Shares, provided that all combined purchases are made through the same Selling Dealer and approved by the Fund. For these purposes, the Fund will combine subscriptions made in the Offering with other subscriptions in the Offering by the same subscriber for the purpose of computing amounts invested. In addition, for purposes of the volume discount, the term “subscriber” shall include:

Selling Commissions. Subject to the volume discounts described below, the Fund has agreed to pay MCUSA commissions in the amount of $0.70 per Share sold (“Selling Commissions”) shall be paid by the Fund to MCUSA with respect to the Shares sold by MCUSA and the Selling Dealers; provided, however, that no Selling Commissions shall be payable by the Fund with respect to Shares sold (i) if Selling Dealer waives the Selling Commission; (ii) to broker-dealers participating in the Offering or any of their associated persons purchasing Shares for their own account or for their respective IRAs or Qualified Plans; (iii) to subscribers by registered investment advisors affiliated with a Selling Dealer who did not charge a commission in connection with an investment in the Shares Shares; or (iv) pursuant to the DRP. Furthermore, the Selling Commission payable by the Fund to MCUSA with respect to Shares sold shall be reduced to the extent the Selling Dealer reduces the Selling Commission. Subject to the conditions and qualifications set forth in this Agreement, and the performance by Selling Dealer of its obligations hereunder, MCUSA will pay the Selling Commissions must be paid in cash, if at all. Such Selling Commissions shall be re-allowed to Selling Dealer with respect to Shares sold Dealers by Selling Dealer, subject to the limitations and exceptions contained hereinMCUSA. Notwithstanding the provisions of Section 3(a4(b) above, and subject to the conditions set forth below, the Selling Commissions to be paid by the Fund shall be reduced for Shares sold to subscribers making an initial cash investment of more than $250,000 through the same Selling Dealer (but excluding any Shares purchased pursuant to the DRP) as follows: Total Investment for a Single Subscriber Purchase Price Per Share Selling Commission Per Share $250,001 - $500,000 9.90 0.60 $500,001 - $750,000 9.75 0.45 $750,001 - $1,000,000 9.65 0.35 More than $1,000,000 9.55 0.25 Any reduction in the amount of the Selling Commissions in respect of volume discounts received will be credited to the subscriber in the form of additional Shares, with fractional shares being issued if necessary. Selling Commissions will not be paid on any Shares issued in respect of a volume discount. For example, a subscriber purchasing $600,000 of Shares will receive 61,538.462 Shares at a purchase price per Share of $9.75. To the extent reasonably practicable, MCUSA or the Selling Dealer shall combine purchases for the purpose of qualifying a subscriber for, and crediting a subscriber or subscribers with, additional Shares, provided that all combined purchases are made through the same Selling Dealer and approved by the Fund. For these purposes, the Fund will combine subscriptions made in the Offering with other subscriptions in the Offering by the same subscriber for the purpose of computing amounts invested. In addition, for purposes of the volume discount, the term “subscriber” shall include:

Selling Commissions. Subject to the volume discounts described below, the Fund has agreed to pay MCUSA commissions in the amount of $0.70 per Share sold (“Selling Commissions”) shall be paid by the Fund to MCUSA with respect to the Shares sold by MCUSA and the Selling Dealers; provided, however, that no Selling Commissions shall be payable by the Fund with respect to Shares sold (i) if Selling Dealer waives the Selling Commission; (ii) to Manager or its affiliates; (iii) to broker-dealers participating in the Offering or any of their associated persons purchasing Shares for their own account or for their respective IRAs or Qualified Plans; (iiiiv) to subscribers by registered investment advisors affiliated with a Selling Dealer who did not charge a commission in connection with an investment in the Shares Shares; or (ivv) pursuant to the DRP. Furthermore, the Selling Commission payable by the Fund to MCUSA with respect to Shares sold shall be reduced to the extent the Selling Dealer reduces the Selling Commission. Subject to the conditions and qualifications set forth in this Agreement, and the performance by Selling Dealer of its obligations hereunder, MCUSA will pay the Selling Commissions must be paid in cash, if at all. Such Selling Commissions shall be re-allowed to Selling Dealer with respect to Shares sold Dealers by Selling Dealer, subject to the limitations and exceptions contained hereinMCUSA. Notwithstanding the provisions of Section 3(a4(b) above, and subject to the conditions set forth below, the Selling Commissions to be paid by the Fund shall be reduced for Shares sold to subscribers making an initial cash investment of more than $250,000 through the same Selling Dealer (but excluding any Shares purchased pursuant to the DRP) as follows: Total Investment for a Single Subscriber Purchase Price Per Share Selling Commission Per Share $250,001 - $500,000 9.90 0.60 $500,001 - $750,000 9.75 0.45 $750,001 - $1,000,000 -$1,000,000 9.65 0.35 More than $1,000,000 9.55 0.25 Any reduction in the amount of the Selling Commissions in respect of volume discounts received will be credited to the subscriber in the form of additional Shares, with fractional shares being issued if necessary. Selling Commissions will not be paid on any Shares issued in respect of a volume discount. For example, a subscriber purchasing $600,000 of Shares will receive 61,538.462 Shares at a purchase price per Share of $9.75. To the extent reasonably practicable, the Selling Dealer shall combine purchases for the purpose of qualifying a subscriber for, and crediting a subscriber or subscribers with, additional Shares, provided that all combined purchases are made through the same Selling Dealer and approved by the Fund. For these purposes, the Fund will combine subscriptions made in the Offering with other subscriptions in the Offering by the same subscriber for the purpose of computing amounts invested. In addition, for purposes of the volume discount, the term “subscriber” shall include:0.25

Selling Commissions. Subject to the volume discounts described below, the Fund has agreed to pay MCUSA commissions in the amount of $0.70 per Share (“Selling Commissions”) sold by MCUSA and the Selling Dealers; provided, however, that no Selling Commissions shall be payable by the Fund with respect to Shares sold (i) if Selling Dealer waives the Selling Commission; (ii) to manager or its affiliates; (iii) to broker-dealers participating in the Offering or any of their associated persons purchasing Shares for their own account or for their respective IRAs or Qualified Plans; (iiiiv) to subscribers by registered investment advisors affiliated with a Selling Dealer who did not charge a commission in connection with an investment in the Shares or (ivv) pursuant to the DRP. Furthermore, the Selling Commission payable by the Fund with respect to Shares sold shall be reduced to the extent the Selling Dealer reduces the Selling Commission. Subject to the conditions and qualifications set forth in this Agreement, and the performance by Selling Dealer of its obligations hereunder, MCUSA will pay the Selling Commissions to Selling Dealer with respect to Shares sold by Selling Dealer, subject to the limitations and exceptions contained herein. Notwithstanding the provisions of Section 3(a) above, and subject to the conditions set forth below, the Selling Dealer may reduce, in its sole discretion, the Selling Commissions to be paid by the Fund shall be reduced for Shares sold to subscribers making an initial cash investment of more than $250,000 through the same Selling Dealer (but excluding any Shares purchased pursuant to the DRP) as follows: Total Investment for a Single Subscriber Purchase Price Per Share Selling Commission Per Share $250,001 - $500,000 9.90 0.60 $500,001 - $750,000 9.75 0.45 $750,001 - $1,000,000 -$1,000,000 9.65 0.35 More than $1,000,000 9.55 0.25 Any reduction in the amount of the Selling Commissions in respect of volume discounts received will be credited to the subscriber in the form of additional Shares, with fractional shares being issued if necessary. Selling Commissions will not be paid on any Shares issued in respect of a volume discount. For example, a subscriber purchasing $600,000 of Shares will receive 61,538.462 Shares at a purchase price per Share of $9.75. To In the event the Selling Dealer has elected to reduce the selling Commissions in respect of volume discounts and to the extent reasonably practicable, the Selling Dealer shall combine purchases for the purpose of qualifying a subscriber for, and crediting a subscriber or subscribers with, additional Shares, provided that all combined purchases are made through the same Selling Dealer and approved by the Fund. For these purposes, the Fund will combine subscriptions made in the Offering with other subscriptions in the Offering by the same subscriber for the purpose of computing amounts invested. In addition, for purposes of the volume discountdiscount provided by a Selling Dealer, if any, the term “subscriber” shall include:

Selling Commissions. Subject to the volume discounts described below, the Fund has agreed to pay MCUSA commissions in the amount of $0.70 per Share (“Selling Commissions”) sold by MCUSA and the Selling Dealers; provided, however, that no Selling Commissions shall be payable by the Fund with respect to Shares sold (i) if Selling Dealer waives the Selling Commission; (ii) to broker-dealers participating in the Offering or any of their associated persons purchasing Shares for their own account or for their respective IRAs or Qualified Plans; (iii) to subscribers by registered investment advisors affiliated with a Selling Dealer who did not charge a commission in connection with an investment in the Shares or (iv) pursuant to the DRP. Furthermore, the Selling Commission payable by the Fund with respect to Shares sold shall be reduced to the extent the Selling Dealer reduces the Selling Commission. Subject to the conditions and qualifications set forth in this Agreement, and the performance by Selling Dealer of its obligations hereunder, MCUSA will pay the Selling Commissions to Selling Dealer with respect to Shares sold by Selling Dealer, subject to the limitations and exceptions contained herein. Notwithstanding the provisions of Section 3(a) above, and subject to the conditions set forth below, the Selling Commissions to be paid by the Fund shall be reduced for Shares sold to subscribers making an initial cash investment of more than $250,000 through the same Selling Dealer (but excluding any Shares purchased pursuant to the DRP) as follows: Total Investment for a Single Subscriber Purchase Price Per Share Selling Commission Per Share $250,001 - $500,000 9.90 0.60 $500,001 - $750,000 9.75 0.45 $750,001 - $1,000,000 9.65 0.35 More than $1,000,000 9.55 0.25 Any reduction in the amount of the Selling Commissions in respect of volume discounts received will be credited to the subscriber in the form of additional Shares, with fractional shares being issued if necessary. Selling Commissions will not be paid on any Shares issued in respect of a volume discount. For example, a subscriber purchasing $600,000 of Shares will receive 61,538.462 Shares at a purchase price per Share of $9.75. To the extent reasonably practicable, the Selling Dealer shall combine purchases for the purpose of qualifying a subscriber for, and crediting a subscriber or subscribers with, additional Shares, provided that all combined purchases are made through the same Selling Dealer and approved by the Fund. For these purposes, the Fund will combine subscriptions made in the Offering with other subscriptions in the Offering by the same subscriber for the purpose of computing amounts invested. In addition, for purposes of the volume discount, the term “subscriber” shall include:

Selling Commissions. Subject to the volume discounts described below, the Fund has agreed to pay MCUSA commissions in the amount of $0.70 per Share (“Selling Commissions”) sold by MCUSA and the Selling Dealers; provided, however, that no Selling Commissions shall be payable by the Fund with respect to Shares sold (i) if Selling Dealer waives the Selling Commission; (ii) to Manager or its affiliates; (iii) to broker-dealers participating in the Offering or any of their associated persons purchasing Shares for their own account or for their respective IRAs or Qualified Plans; (iiiiv) to subscribers by registered investment advisors affiliated with a Selling Dealer who did not charge a commission in connection with an investment in the Shares or (ivv) pursuant to the DRP. Furthermore, the Selling Commission payable by the Fund with respect to Shares sold shall be reduced to the extent the Selling Dealer reduces the Selling Commission. Subject to the conditions and qualifications set forth in this Agreement, and the performance by Selling Dealer of its obligations hereunder, MCUSA will pay the Selling Commissions to Selling Dealer with respect to Shares sold by Selling Dealer, subject to the limitations and exceptions contained herein. Notwithstanding the provisions of Section 3(a) above, and subject to the conditions set forth below, the Selling Commissions to be paid by the Fund shall be reduced for Shares sold to subscribers making an initial cash investment of more than $250,000 through the same Selling Dealer (but excluding any Shares purchased pursuant to the DRP) as follows: Total Investment for a Single Subscriber Purchase Price Per Share Selling Commission Per Share $250,001 - $500,000 9.90 0.60 $500,001 - $750,000 9.75 0.45 $750,001 - $1,000,000 -$1,000,000 9.65 0.35 More than $1,000,000 9.55 0.25 Any reduction in the amount of the Selling Commissions in respect of volume discounts received will be credited to the subscriber in the form of additional Shares, with fractional shares being issued if necessary. Selling Commissions will not be paid on any Shares issued in respect of a volume discount. For example, a subscriber purchasing $600,000 of Shares will receive 61,538.462 Shares at a purchase price per Share of $9.75. To the extent reasonably practicable, the Selling Dealer shall combine purchases for the purpose of qualifying a subscriber for, and crediting a subscriber or subscribers with, additional Shares, provided that all combined purchases are made through the same Selling Dealer and approved by the Fund. For these purposes, the Fund will combine subscriptions made in the Offering with other subscriptions in the Offering by the same subscriber for the purpose of computing amounts invested. In addition, for purposes of the volume discount, the term “subscriber” shall include:

Selling Commissions. Subject to the volume discounts described below, the Fund has agreed to pay MCUSA commissions in the amount of $0.70 per Share sold (“Selling Commissions”) shall be paid by the Fund to MCUSA with respect to the Shares sold by MCUSA and the Selling Dealers; provided, however, that no Selling Commissions shall be payable by the Fund with respect to Shares sold (i) if Selling Dealer waives the Selling Commission; (ii) to Manager or its affiliates; (iii) to broker-dealers participating in the Offering or any of their associated persons purchasing Shares for their own account or for their respective IRAs or Qualified Plans; (iiiiv) to subscribers by registered investment advisors affiliated with a Selling Dealer who did not charge a commission in connection with an investment in the Shares Shares; or (ivv) pursuant to the DRP. Furthermore, the Selling Commission payable by the Fund to MCUSA with respect to Shares sold shall be reduced to the extent the Selling Dealer reduces the Selling Commission. Subject to the conditions and qualifications set forth in this Agreement, and the performance by Selling Dealer of its obligations hereunder, MCUSA will pay the Selling Commissions must be paid in cash, if at all. Such Selling Commissions shall be re-allowed to Selling Dealer with respect to Shares sold Dealers by Selling Dealer, subject to the limitations and exceptions contained hereinMCUSA. Notwithstanding the provisions of Section 3(a4(b) above, and subject to the conditions set forth below, the Selling Dealer may reduce, in its sole discretion, the Selling Commissions to be paid by the Fund shall be reduced for Shares sold to subscribers making an initial cash investment of more than $250,000 through the same Selling Dealer (but excluding any Shares purchased pursuant to the DRP) as follows: Total Investment for a Single Subscriber Purchase Price Per Share Selling Commission Per Share $250,001 - $500,000 9.90 0.60 $500,001 - $750,000 9.75 0.45 $750,001 - $1,000,000 9.65 0.35 More than $1,000,000 9.55 0.25 Any reduction in the amount of the Selling Commissions in respect of volume discounts received will be credited to the subscriber in the form of additional Shares, with fractional shares being issued if necessary. Selling Commissions will not be paid on any Shares issued in respect of a volume discount. For example, a subscriber purchasing $600,000 of Shares will receive 61,538.462 Shares at a purchase price per Share of $9.75. To In the event the Selling Dealer has elected to reduce the Selling Commissions in respect of volume discounts and to the extent reasonably practicable, the Selling Dealer shall combine purchases for the purpose of qualifying a subscriber for, and crediting a subscriber or subscribers with, additional Shares, provided that all combined purchases are made through the same Selling Dealer and approved by the Fund. For these purposes, the Fund will combine subscriptions made in the Offering with other subscriptions in the Offering by the same subscriber for the purpose of computing amounts invested. In addition, for purposes of the volume discountdiscount provided by a Selling Dealer, if any, the term “subscriber” shall include: