Cost Reimbursement Agreement

1.

Cost Reimbursement Services

2.

Payment Amounts

(a)

The Placement Agent shall pay  (or shall cause an affiliate to pay through the Placement Agent) an additional ongoing cost reimbursement to AEIS  for services provided with respect to each investor in an annualized amount as follows:  for a period of forty-eight (48) months from the termination of the Class S private offering, 0.25% of the Company’s then current net asset value per Class S Share, as disclosed in the Company’s  periodic or current reports.  The additional cost reimbursement will accrue daily and be paid quarterly in arrears and will cease for any Share that is repurchased or has been converted to a different class of shares. In no event will the additional cost reimbursement paid to AEIS exceed an aggregate of 1.0% of the gross offering proceeds sold by the Selected Dealer in this Offering. In no event shall the Company be responsible for paying the additional cost reimbursement to AEIS; it shall be paid by the Placement Agent or one of its affiliates. Payment of the additional cost reimbursement shall survive termination of this Agreement.

(b)

The Placement Agent shall pay AEIS a one-time payment of up to $25,000 in the aggregate for the start-up operational costs associated with offering a new product to Ameriprise Financial clients, including but not limited to, due diligence expenses.

(c)

The Placement Agent shall reimburse AEIS for reasonable expenses arising from the performance of services related to but separate from the services contemplated by this Agreement, including but not limited to technology services, operational reporting, or technology or operational expenses deriving from particular issues presented by the Company or the Placement Agent; provided, however, that the Placement Agent and AEIS agree in writing to the expenses to be reimbursed prior to AEIS incurring any such expenses. Such payments will be separate and distinct from the compensation and expenses described in clauses (a) and (b) of this Section 2 and will be paid through the process set forth below.

(d)

The Placement Agent shall pay AEIS the reasonable costs AEIS incurs when responding to or complying with any audit, report, examination, inspection or compliance review requested by the Placement Agent or the Company and any information or document request and any other request by the Placement Agent or the Company that is not otherwise specifically addressed in this Agreement or any other agreement between AEIS and the Placement Agent, provided that the Placement Agent and AEIS agree in writing to the expenses to be reimbursed prior to AEIS incurring any such expenses.

(e)

The payments pursuant to this Agreement shall be remitted by the Placement Agent directly to AEIS. For the avoidance of doubt, the Placement Agent acknowledges and agrees that such payment shall not be paid to Ameriprise as a ’pass-through’ for payment to AEIS.

(f)

The Placement Agent will receive a placement agent fee (“Placement Agent Fee”) of up to 1.5% of the sale price for each Class S share sold by the Selected Dealer in this Offering.  The Placement Agent shall reallow to AEIS all of the Placement Agent Fee  received from the Company that are attributable to the sale of the Shares by the Selected Dealer as a cost reimbursement. The Placement Agent Fee may be reduced or waived for any particular sale upon agreement of the Placement Agent and the Selected Dealer.

3.

Payment Process

4.

Term and Termination

5.

Disclosure

6.

Use and Disclosure of Confidential Information

(a)

“Confidential Information” includes, but is not limited to, all proprietary and confidential information of any party to this Agreement, and their respective subsidiaries, affiliates, and licensees, including without limitation all information regarding the business and affairs of such entities, all information regarding such entities’ customers and the customers of their subsidiaries, affiliates, or licensees; the accounts, account numbers, names, addresses, social security numbers or any other personal identifier of such customers; and any information derived therefrom. Confidential Information will not include information which is (i) in or becomes part of the public domain, except when such information is in the public domain due to disclosure by any party that violates the terms of this Agreement, (ii) demonstrably known to any party to this Agreement prior to the Effective Date, is permitted to be used without restriction and is not under any confidentiality obligation applicable to the information, (iii) independently developed by a party to this Agreement in the ordinary course of business without reference to or  reliance  upon any Confidential  Information  furnished  by any party to this Agreement, or (iv) rightfully and lawfully obtained by any party to this Agreement or from any third  party other than  any party to this Agreement without restriction and without breach of this Agreement.

(b)

Each party agrees that it may not use or disclose Confidential Information for any purpose other than to carry out the purpose for which Confidential Information was provided to it as set forth in this Agreement and/or as may otherwise be required or compelled by applicable law, regulation or court order, and agrees to cause its respective parent company, subsidiaries and affiliates, and consultan1s or other entities, including its directors, officers, employees and designated agents, representatives or any other party retained for purposes specifically and solely related to the use or evaluation of Confidential Information as provided for in this Section 6 (“Representatives”) to limit the use and disclosure of Confidential Information to that purpose. If any party or any of its respective Representatives is required or compelled by applicable law, regulation, court order, decree, subpoena or other validly issued judicial or administrative process to disclose Confidential Information, such party shall use commercially reasonable efforts to notify the appropriate party of such requirement prior to making the disclosure.

(c)

Each party agrees to implement reasonable measures designed (i) to assure the security and confidentiality of Confidential Information; (ii) to protect Confidential Information against any anticipated threats or hazards to the security or integrity of such information; (iii) to protect against unauthorized access to, or use of, Confidential Information that could result in substantial harm or inconvenience to any customer; (iv) to protect against unauthorized disclosure of non-public personal information to unaffiliated third parties; and (v) to otherwise ensure its compliance with all applicable domestic, foreign and local laws and regulations(including, but not limited to, the Gramm-Leach-Bliley Act and Massachusetts 201 C.M.R. sections 17.00-17.04, as applicable) and any other legal, regulatory or SRO requirements. Each party further agrees to cause all of its respective Representatives or any other party to whom it may provide access to or disclose Confidential Information to implement appropriate measures designed to meet the objectives set forth in this paragraph. Each party agrees that if there is a breach or threatened breach of the provisions of this Section 6, the other parties may have no adequate remedy in money or damages and accordingly shall be entitled to seek injunctive relief and any other appropriate equitable remedies for any such breach without proof of actual injury. Each party further agrees that it shall not oppose the granting of such relief and that it shall not seek, and agrees to waive any requirement for, the posting of any bond in connection therewith. Such remedies shall not be deemed to be the exclusive remedies for any breaches of the provisions of this Section 6 by a party or its respective representatives, and shall be in addition to all other remedies available at law or in equity.

(d)

Upon a party’s request, the other parties shall promptly return to the requesting party any Confidential Information (and any copies, extracts, and summaries thereof) of which it is in possession, or, with the requesting party’s written consent, shall promptly destroy, in a manner satisfactory to the requesting party, such materials (and any copies, extracts,  and  summaries thereof) and shall further provide the requesting party with written confirmation of same; provided, that, each of the other parties shall be permitted to (i) retain all or any portion of the Confidential Information, in accordance with the confidentiality obligations specified in this Section 6 , to the extent required by applicable law or regulatory authority; and (ii) retain or use any such Confidential Information in connection with investigating or defending itself against allegations or claims made or threatened by regulatory authorities under applicable securities laws if reasonably necessary; provided that, promptly upon receiving any such demand or request and, to the extent it may legally do so, such receiving party advises the disclosing party of such demand or request prior to making such disclosure.

7.

Representations, Warranties and Covenants

(a)

it is duly organized, validly existing and in good standing under the laws of the state of its formation;

(b)

the execution, delivery and performance of this Agreement by such party have been duly authorized, do not violate its charter, by-laws or similar governing instruments or applicable law and do not, and with the passage of time will not, conflict with or constitute a breach under any other agreement, judgment or instrument to which it is a party or by which it is bound;

(c)

this Agreement is the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms; and

(d)

it will comply with all applicable federal and state laws, regulations and rules and the rules of any applicable SRO, including but not limited to, FINRA rules and interpretations governing cash and non-cash compensation

8.

Indemnification

(a)

AEIS will indemnify and hold the Issuer Entities and any of their respective officers, directors and employees (together, the “Issuer Entity Indemnified Parties”) harmless against any and all losses, claims, damages or liabilities or expense (including reasonable legal fees) (“Losses”) to which an Issuer Entity Indemnified Party may become subject in connection with any action, suit, proceeding or claim, public or private, arising out of, relating to or in connection with (i) any breach or violation by the AEIS Entities (as defined below) of any of the representations, warranties, covenants or agreements given by AEIS in this Agreement or (ii) any breach or violations by the AEIS Entities of any applicable Federal or State law, rule or regulation in connection herewith; provided, however, that in no case is the foregoing indemnity to be deemed to protect any of the Issuer Entity Indemnified Parties against any liability to which any such person would otherwise be subject by reason of the willful misfeasance, bad faith or gross negligence of an Issuer Entity in the performance of its duties under this Agreement or by reason of the reckless disregard of the Issuer Entities’ obligations and duties under this Agreement.

(b)

The Issuer Entities agree, jointly and severally, to indemnify and hold AEIS and its officers, directors, and employees (together, the “AEIS Entities”) harmless against any and all Losses to which an AEIS Entity may become subject in connection with any action, suit, proceeding or claim, public or private, arising out of, relating to or in connection with (i) any breach or violation by the Issuer Entities of any representations, warranties, covenants or agreements given by the Issuer Entities in this Agreement or (ii) any breach or violations by the Issuer Entities of any applicable Federal or State law, rule or regulation in connection herewith; provided, however, that in no case is the foregoing indemnity to be deemed to protect any of the AEIS Entities against any liability to which any such person would otherwise be subject by reason of the willful misfeasance, bad faith or gross negligence of AEIS in the performance of its duties under this Agreement or by reason of the reckless disregard of AEIS’ obligations and duties under this Agreement.

9.

Limitation of Liability

10.

Arbitration

11.

No Agency, Joint Venture or Partnership

12.

Survival

13.

Notices

14.

Governing Law and Jurisdiction

15.

Partial Invalidity

16.

Entire Agreement

17.

Assignment

18.

Amendment, Waiver and Modification

19.

Construction

20.

Counterparts

By: 

/s/ Frank McCarthy

Name: 

Frank McCarthy

Title: 

Senior Vice President and General Manager d