Class B Shares. (i) In consideration of the Underwriter's services as principal underwriter of each Fund's Class B shares pursuant to this Agreement and in accordance with the provisions of the Trust's Amended and Restated Distribution and Service Plan (the "Class B Plan") in respect of such shares each Fund agrees:
(I) to pay to the Underwriter or, at the Underwriter's direction, to a third party, monthly in arrears on or prior to the 5th business day of the following calendar month (A) a service fee (the "Service Fee") equal to 0.25 of 1% per annum of the average daily net asset value of the Class B shares of the Fund outstanding from time to time, and (B) the Underwriter's "Allocable Portion" (as hereinafter defined) of a fee (the "Distribution Fee") equal to 0.75% of 1% per annum of the average daily net asset value of the Class B shares of the Fund outstanding from time to time, and (II) to withhold from redemption proceeds in respect of Class B shares of the Fund the Underwriter's Allocable Portion of the Contingent Deferred Sales Charges ("CDSCs") payable in respect of such redemption as provided in the Prospectus of the Fund and to pay the same over to the Underwriter or, at the Underwriter's direction, to a third party, at the time the redemption proceeds in respect of such redemption are payable to the holder of the Class B shares redeemed.
(ii) The Underwriter will be deemed to have performed all services required to be performed in order to be entitled to receive its Allocable Portion of the Distribution Fee payable in respect of the Class B shares of the Fund upon the settlement date of each sale of a "Commission Share" (as defined in the Allocation Schedule attached hereto as Schedule A) of the Fund taken into account in determining the Underwriter's Allocable Portion of such Distribution Fees.
(iii) Notwithstanding anything to the contrary set forth in this Agreement of (to the extent waiver thereof is permitted thereby) applicable law, the Fund's obligation to pay the Underwriter's Allocable Portion of the Distribution Fees payable in respect to the Class B shares of the Fund shall not be terminated or modified for any reason (including a termination of this Agreement) except to the extent required by a change in the 1940 Act, the rules thereunder or the Conduct Rules of the NASD, in each case enacted or promulgated after December 29, 1997, or in connection with a "Complete Termination" (as hereinafter defined) of the Class B Plan.
(iv) The Fund will not t...
Class B Shares. As of December 1, 2009, Class B shares of the Virtus Mutual Funds are no longer available for purchase by new or existing shareholders, except for the reinvestment of dividends or capital gains distributions into existing Class B share accounts, and for exchanges from existing Class B share accounts to other Virtus Mutual Funds with Class B shares.
Class B Shares. In consideration of the Purchaser’s agreement to purchase Forward Purchase Units, the Sponsor shall transfer to the Purchaser the number of Class B Shares set forth in Schedule A to this Agreement next to the line item “Class B Shares Transfer Amount,” which shall be calculated in accordance with the definition of Class B Shares Transfer Amount set forth in Schedule A to this Agreement. The Class B Shares received by the Purchaser hereunder are subject to forfeiture in accordance with Section 5(b) hereof. The transfer of the Class B Shares (the “Class B Share Transfer”) to the Purchaser shall take place concurrently with the execution of this Agreement.
Class B Shares. In accordance with the Plan, the Trust in respect of each Fund shall pay to the Distributor or, at the Distributor’s direction, to a third party, monthly in arrears on or prior to the third business day of the following calendar month, a fee (the “Class B Distribution Fee”) equal to the average daily net assets of Class B Shares multiplied by that portion of 0.75% that the number of days in the month bears to 365. The Trust in respect of each Fund agrees to withhold from redemption proceeds of the Class B Shares, any contingent deferred sales charge (“CDSC”) payable with respect to the Class B Shares, as provided in such Fund’s Prospectus, and to pay the same over to the Distributor or, at the Distributor’s direction, to a third party or such party’s designee, at the time the redemption proceeds are payable to the holder of such shares redeemed. Payment of these CDSC amounts to the Distributor is not contingent upon the adoption or continuation of any Plan. The Distributor shall be considered to have performed all services so as to entitle it to the right to the payment of the Class B Distribution Fee so long as the Plan with regard to such Class B Shares continues pursuant to its terms and the right to payment of any CDSC with respect to each Class B Share upon the settlement date of the redemption of such Class B Share. The provisions set forth in Section 5 of the Plan (in effect on the date hereof) are hereby incorporated by reference into this Section 4(a) with the same force and effect as if set forth herein in their entirety.
Class B Shares. In accordance with the Amended and Restated Distribution Plan as amended effective September 24, 2003 (the "Plan"), the Trust in respect of each Fund shall pay to the Distributor or, at the Distributor's direction, to a third party, monthly in arrears on or prior to the third business day of the following calendar month, a fee (the "Class B Distribution Fee") equal to the average daily net assets of Class B Shares multiplied by that portion of 0.75% which the number of days in the month bears to 365. The Trust in respect of each Fund agrees to withhold from redemption proceeds of the B Shares, any contingent deferred sales charge ("CDSC") payable with respect to the B Shares, as provided in such Fund's Prospectus, and to pay the same over to the Distributor or, at the Distributor's direction, to a third party or such party's designee, at the time the redemption proceeds are payable to the holder of such shares redeemed. Payment of these CDSC amounts to the Distributor is not contingent upon the adoption or continuation of any Plan. The Distributor shall be considered to have performed all services so as to entitle it to the right to the payment of the Class B Distribution Fee and the right to payment of the CDSCs with respect to each Class B Share upon the settlement date of the purchase of such Class B Share, so long as, with respect to the Class B Distribution Fee, the Plan with regard to such Class B Shares continues pursuant to its terms. The provisions set forth in Section 4 of the Plan (in effect on the date hereof) are hereby incorporated by reference into this Section 4(a) with the same force and effect as if set forth herein in their entirety.
Class B Shares. The Class B Shares will be held by the Managing Member -------------- and the Class B Members in accordance with the provisions of this Agreement. The Class B Members will have no management, governance or approval rights whatsoever relating to the business and operations of the Company. Each Class B Member will be entitled to its pro rata portion (based on its Percentage Interests) of distributions declared and paid by the Board of Directors.
Class B Shares. For U.S. federal (and applicable state) income tax purposes, the Class B Shares shall not be treated as outstanding limited liability company membership interests and holders that own only Class B Shares shall not be treated as Members.
Class B Shares. (i) The Trust will pay GEID, with respect to each Fund, for shareholder services provided with respect to the Class B Shares of the Covered Fund, an annual fee of 0.25% of the value of the average daily net assets of the Covered Fund attributable to the Class B Shares (a “Service Fee”).
(ii) The Trust will pay GEID, in addition to the Class B Service Fee, a fee in connection with distribution related services provided with respect to the Class B Shares of a Covered Fund (a “Distribution Fee”) at the annual rate of 0.75% of the value of the average daily net assets of the Covered Fund attributable to the Class B Shares.
Class B Shares. Class B Shares shall be exchangeable for Class A Shares on the terms and subject to the conditions set forth in the Amended and Restated Limited Liability Agreement of New Fortress Intermediate, as it may be amended, restated, supplemented and otherwise modified from time to time (the “LLC Agreement”). The Company will at all times reserve and keep available out of its authorized but unissued Class A Shares, solely for the purpose of issuance upon redemption of the outstanding Class B Shares for Class A Shares pursuant to the LLC Agreement, such number of Class A Shares that shall be issuable upon any such redemption pursuant to the LLC Agreement; provided that nothing contained herein shall be construed to preclude New Fortress Intermediate or the Company from satisfying its rights or obligations in respect of any such redemption of Class B Shares pursuant to the LLC Agreement by delivering to the holder of Class B Shares upon such redemption, cash in lieu of Class A Shares in the amount permitted by and provided in the LLC Agreement or Class A Shares which are held in the treasury of the Company. All Class A Shares that shall be issued upon any such redemption will, upon issuance in accordance with the LLC Agreement, be validly issued, fully paid and non-assessable.
Class B Shares. Shares of the Company’s $0.01 par value common stock that have been designated as Class B.
