Class R Shares Sample Clauses

Class R 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 R Distribution Fee”) equal to the average daily net assets of Class R Shares multiplied by that portion of 0.50% that the number of days in the month bears to 365.
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Class R Shares. (i) As compensation for providing services under this Agreement, the Underwriter shall receive from each Fund distribution and service fees under the terms and conditions set forth in the Plan for the Funds adopted under Rule 12b-1 under the 1940 Act, as that Plan may be amended from time to time and subject to any further limitation on such fees as the Trustees may impose. (ii) The Underwriter may reallow any or all of the distribution and service fees which it is paid under the Agreement to such dealers as the Underwriter may from time to time determine.
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Class R Shares. (i) The Trust will pay GEID, with respect to each Fund, for shareholder services and distribution related services provided with respect to the Class R Shares of the Covered Fund, an annual Service and Distribution Fee of 0.25% of the value of the average daily net assets of the Covered Fund attributable to the Class R Shares. (ii) The Trust will pay GEID, in addition to the Class R Service Fee, a Distribution Fee in connection with distribution related services provided with respect to the Class R Shares of a Covered Fund at the annual rate of 0.25% of the value of the average daily net assets of the Covered Fund attributable to the Class R Shares.
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Class R Shares. As compensation for acting as principal Distributor in respect of Class R Shares of the Portfolios, the Distributor shall be entitled to receive a Distribution Fee computed at the rate of 0.50% per annum of such Portfolio's average daily net assets attributable to Class R Shares, which Distribution Fee will accrue daily and be paid monthly. The Fund also shall pay to the Distributor, as compensation for providing, or arranging for the provision of, shareholder services to the holders of the Class R Shares of each Portfolio, a Service Fee computed at the rate of 0.25% per annum of such Portfolio's average daily net assets attributable to Class R Shares, which Service Fee will accrue daily and be paid monthly. The Distributor may allow such concessions or reallowances of all or any portion of the Distribution Fee and the Service Fee attributable to Class R Shares to securities dealers, financial institutions, plan administrators and recordkeepers and other intermediaries for assisting with the distribution of, and providing shareholder services to the holders of, Class R Shares.
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Class R Shares. The Fund(s) will pay a participant recordkeeping service fee to the Company in the amounts set forth below, subject to the availability of such fees as set forth in the prospectus of each Fund: R1 Shares: 25 bps annually R2 Shares: 25 bps annually R3 Shares: 15 bps annually R4 Shares: 10 bps annually RS Shares: 5 bps annually R6 Shares: n/a
Sample 1
Class R Shares. In consideration for Ameriprise’s execution of this Agreement, and for the performance of Ameriprise’s obligations hereunder, the Dealer Manager agrees to pay or cause to be paid to Ameriprise a Sales Commission of up to two percent of the price of each Class R Share (except for Class R shares sold pursuant to the DRIP) sold by Ameriprise. In addition, the Dealer Manager will receive an annual distribution and shareholder servicing fee (the “Distribution Fee”) of 1.0% of the purchase price per Class R Share (or, once reported, the amount of our estimated NAV) for Class R Shares purchased; provided however, that the amount of the Distribution Fee to be reallowed to Ameriprise will not exceed a total of 3.0%. The Distribution Fee will accrue daily and be paid monthly in arrears. The Dealer Manager will reallow the ongoing Distribution Fee to the selected dealer who initially sold the Class R Shares to a stockholder or, if applicable, to a subsequent broker-dealer of record of the Class R Shares so long as the subsequent broker-dealer is party to a selected dealer agreement or other agreement with the Dealer Manager that provides for such reallowance and such broker-dealer is in compliance with the applicable terms of such selected dealer agreement or other agreement. The Dealer Manager will also re-allow to AEIS, pursuant to the terms of the Cost Reimbursement Agreement effective January 1, 2017, between the Issuer Entities and AEIS a marketing and related support fee of up to 2.5% of Class R Shares (except for Shares sold pursuant to the DRIP) sold by Ameriprise (the “Marketing Fee”); provided however, the Company will not pay AEIS a Marketing Fee if the aggregate underwriting compensation to be paid to all parties in connection with the Offering exceeds the limitations prescribed by FINRA. 5. Section 7(b) of the Selected Dealer Agreement shall be deleted in its entirety and replaced with the following.
Sample 1
Class R Shares. Goldman Sachs Global Environmental Impact Equity Fund, Xxxxxxx Xxxxx Clean Energy Income Fund, Xxxxxxx Sachs Defensive Equity Fund, Xxxxxxx Xxxxx Income Fund, Xxxxxxx Sachs ESG Emerging Markets Equity Fund, Xxxxxxx Xxxxx Small Cap Growth Fund, Xxxxxxx Sachs Energy Infrastructure Fund, Xxxxxxx Xxxxx Global Real Estate Securities Fund, Xxxxxxx Sachs Global Infrastructure Fund, Xxxxxxx Xxxxx Focused Value Fund, Xxxxxxx Sachs Emerging Markets Equity Insights Fund, Xxxxxxx Xxxxx Small/Mid Cap Value Fund, Xxxxxxx Sachs Long Short Credit Strategies Fund, Xxxxxxx Xxxxx MLP Energy Infrastructure Fund, Goldman Sachs Short Duration Income Fund (effective on or about July 30, 2021, “Xxxxxxx Xxxxx Short Duration Bond Fund”), Xxxxxxx Sachs Rising Dividend Growth Fund, Xxxxxxx Xxxxx Managed Futures Strategy Fund, Xxxxxxx Sachs High Yield Floating Rate Fund, Xxxxxxx Xxxxx Strategic Income Fund, Xxxxxxx Sachs Strategic Growth Fund, Xxxxxxx Xxxxx Mid Cap Value Fund, Xxxxxxx Sachs Flexible Cap Fund, Xxxxxxx Xxxxx Large Cap Value Fund, Xxxxxxx Sachs Equity Income Fund, Xxxxxxx Xxxxx Small Cap Value Fund, Goldman Sachs Concentrated Growth Fund, Xxxxxxx Xxxxx Capital Growth Fund, Xxxxxxx Sachs Growth Opportunities Fund, Xxxxxxx Xxxxx Small/Mid Cap Growth Fund, Xxxxxxx Sachs U.S. Equity Insights Fund, Xxxxxxx Xxxxx Large Cap Value Insights Fund, Xxxxxxx Sachs Large Cap Growth Insights Fund, Xxxxxxx Xxxxx Small Cap Equity Insights Fund, Xxxxxxx Sachs Small Cap Value Insights Fund, Xxxxxxx Xxxxx Small Cap Growth Insights Fund, Xxxxxxx Sachs International Equity Insights Fund, Xxxxxxx Xxxxx International Equity Income Fund, Xxxxxxx Sachs Balanced Strategy Portfolio, Xxxxxxx Xxxxx Growth and Income Strategy Portfolio, Xxxxxxx Sachs Growth Strategy Portfolio, Xxxxxxx Xxxxx Dynamic Global Equity Fund, Goldman Sachs Satellite Strategies Portfolio, Goldman Xxxxx Real Estate Securities Fund, Xxxxxxx Sachs Commodity Strategy Fund, Xxxxxxx Xxxxx Government Income Fund, Xxxxxxx Sachs Core Fixed Income Fund, Xxxxxxx Xxxxx Bond Fund, Goldman Sachs High Yield Fund, Xxxxxxx Xxxxx Inflation Protected Securities Fund, Xxxxxxx Sachs Absolute Return Tracker Fund, Xxxxxxx Xxxxx Alternative Premia Fund, and Xxxxxxx Sachs U.S. Equity ESG Fund. Investor Shares: Goldman Xxxxx Global Environmental Impact Equity Fund, Xxxxxxx Sachs Clean Energy Income Fund, Xxxxxxx Xxxxx Defensive Equity Fund, Xxxxxxx Sachs Income Fund, Xxxxxxx Xxxxx Short-Term Conservative Income Fund, Xxxxxxx Sachs ESG Emerging Markets ...
Sample 1
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Related to Class R Shares

  • 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 take any action to waive or change any CDSC in respect of the Class B shares of the Fund, except as provided in the Fund's Prospectus or statement of additional information as in effect as of the date hereof, without the consent of the Underwriter and the permitted assigns of all or any portion of its rights to its Allocable Portion of the CDSCs. (v) Notwithstanding anything to the contrary in this Agreement, neither the termination of the Underwriter's role as principal distributor of the Class B shares of any fund, nor the termination of this Agreement nor the termination of the Class B Plan will terminate the Underwriter's right to its Allocable Portion of the CDSCs in respect of the Class B shares of the Fund. (vi) Notwithstanding anything to the contrary in this Agreement, the Underwriter may assign, sell or pledge (collectively, "Transfer") its rights to the Service Fees and its Allocable Portion of the Distribution Fees and CDSCs (but not its obligations to the Fund under this Agreement) to raise funds to make the expenditures related to the distribution of Class B shares of the Fund and in connection therewith, upon receipt of notice of such Transfer, the Fund shall pay, or cause to be paid, to the assignee, purchaser or pledgee (collectively with their subsequent transferees, "Transferees") such portion of the Underwriter's Service Fees, Allocable Portion of the Distribution Fees and CDSCs in respect of the Class B shares of the Fund so Transferred. Except as provided in (iii) above and notwithstanding anything to the contrary set forth elsewhere in this Agreement, to the extent the Underwriter has Transferred its rights thereto to raise funds as aforesaid, the Fund's obligation to pay the Underwriter's Allocable Portion of the Distribution Fees and CDSCs payable in respect of the Class B shares of the Fund shall be absolute and unconditional and shall not be subject to dispute, offset, counterclaim or any defense whatsoever, at law or equity, including, without limitation, any of the foregoing based on the insolvency or bankruptcy of the Underwriter's right to the Distribution Fees and CDSCs in respect of the Class B shares of the Fund, which have been so transferred in connection with such Transfer). The Fund agrees that each such Transferee is a third party beneficiary of the provisions of this clause (vi) but only insofar as those provisions relate to Distribution Fees and CDSCs transferred to such Transferee. (vii) For purposes of the Agreement, the term "Allocable Portion" of Distribution Fees and CDSCs payable in respect of the Class B shares of the Fund shall mean the portion of such Distribution Fees and CDSCs allocated to the Underwriter in accordance with the Allocation Schedule attached hereto as Schedule A. (viii) For purposes of this Agreement, the term "Complete Termination" of the Plan in respect of the Fund means a termination of the Class B Plan involving the complete cessation of the payment of Distribution Fees in respect of all Class B shares of the Fund, and the termination of the Class B Plan and the complete cessation of the payment of distribution fees pursuant to any other distribution Plan pursuant to Rule 12b-1 under the 1940 Act in respect of the Class B shares of the Fund and any successor fund or the Fund acquiring a substantial portion of the assets of the Fund and for every future class of shares which has substantially similar characteristics to the Class B shares of the Fund taking into account the manner of payment and amount of sales charge, CDSC or other similar charges borne directly or indirectly by the holders of such shares.

  • Reservation of Class A Ordinary Shares The Company shall at all times reserve and keep available a number of its authorized but unissued Class A ordinary shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

  • Company Securities Except as set forth in this Section 3.7, as of the Capitalization Date there were (i) other than the Company Common Stock, no outstanding shares of capital stock of, or other equity or voting interest in, the Company; (ii) no outstanding securities of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company; (iii) no outstanding options, warrants or other rights or binding arrangements to acquire from the Company, or that obligate the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company; (iv) no obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security, or other similar Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company; (v) no outstanding shares of restricted stock, restricted stock units, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other securities or ownership interests in, the Company (the items in clauses (i), (ii), (iii), (iv) and (v), collectively with the Company Capital Stock, the “Company Securities”); (vi) voting trusts, proxies or similar arrangements or understandings to which the Company is a party or by which the Company is bound with respect to the voting of any shares of capital stock of, or other equity or voting interest in, the Company; (vii) obligations or binding commitments of any character restricting the transfer of any shares of capital stock of, or other equity or voting interest in, the Company to which the Company is a party or by which it is bound; and (viii) no other obligations by the Company to make any payments based on the price or value of any Company Securities. The Company is not a party to any Contract that obligates it to repurchase, redeem or otherwise acquire any Company Securities. There is no outstanding obligation or commitment of the Company to issue, grant, repurchase, redeem or otherwise acquire any Company Securities. There are no accrued and unpaid dividends with respect to any outstanding shares of Company Capital Stock. The Company does not have a stockholder rights plan in effect.

  • Class B Units Class B Unitholders shall not be entitled to vote in any matters relating to the Company, unless otherwise reserved to the Members by the Act. In addition to the other rights and obligations of Class B Unitholders hereunder, Class B Units shall entitle the holder of such Class B Units to (i) Tax Distributions pursuant to Section 4.01(b), and (ii) a preferred return equal to the Class B Preferred Return Amount. The Class B Preferred Return Amount shall not be required to be paid annually but shall accrue and become payable at the earlier of (x) the fifth (5th) anniversary of the Effective Time, or (y) a liquidation of, or a taxable sale of substantially all of the assets of, the Company. Upon the occurrence of an event referenced in clause (y) above, each Class B Unitholder shall also be paid such Class B Unitholder’s Class B Preferred Return Base Amount, in addition to all of the outstanding, accrued and unpaid Class B Preferred Return Amount. On the seventh (7th) anniversary of the Effective Time, each Class B Unitholder may, at its option and in accordance with the notice and other procedural provisions set forth in Section 11.01(a) (the “7 Year Put Option”), sell all (but not less than all) of its Class B Units to the Company for an amount equal to such Class B Unitholder’s Class B Preferred Return Base Amount plus any outstanding and accrued Class B Preferred Return Amount of such Class B Unitholder (the “Class B Option Consideration”) and, upon the exercise of the 7 Year Put Option by any Class B Unitholder, the Company shall purchase all of such holder’s Class B Units for the Class B Option Consideration. Notwithstanding anything herein to the contrary, no Class B Preferred Return Amount shall be due and payable with respect to such Class B Units pursuant this Section 3.02(b) at such time or times specified in this Section 3.02(b) unless such Class B Units remain issued and outstanding at such time or times and no Redemption or Direct Exchange of such Class B Units described in Article XI hereof has occurred.

  • Class A Units If a Warrantholder exercises Warrants in connection with a tender offer for settlement prior to the First Regular Call Date, each Class A Unit called in connection with such exercise shall receive, in addition to principal and accrued interest, $1.50 per Class A Unit from the proceeds of the Warrant exercise. Class B Payments: If a Warrantholder exercises Warrants, then the Class B Units designated to be called in connection with such exercise shall receive the corresponding portion of the Class B Present Value Amount, adjusted for accrued Class B Payments on the Class B Units otherwise paid. If the Underlying Security Issuer redeems Underlying Securities and the previous paragraph does not apply, then the Class B Units designated for a redemption in connection with such redemption of Underlying Securities shall receive the amount with respect to the Class B Present Value Amount allocated for distribution in accordance with the applicable provisions of the Distribution Priorities below, paid as of the date of such redemption as an additional distribution.

  • Beneficial Ownership of Registrable Securities (a) Type and Number of Registrable Securities beneficially owned:

  • Restricted Securities Owners The Company agrees to advise in writing each of the persons or entities who, to the knowledge of the Company, holds Restricted Securities that such Restricted Securities are ineligible for deposit hereunder (except under the circumstances contemplated in Section 2.14) and, to the extent practicable, shall require each of such persons to represent in writing that such person will not deposit Restricted Securities hereunder (except under the circumstances contemplated in Section 2.14).

  • Beneficial Ownership of Shares; Certificate Registration The Participant hereby authorizes the Company, in its sole discretion, to deposit for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice any or all shares acquired by the Participant pursuant to the exercise of the Option. Except as provided by the preceding sentence, a certificate for the shares as to which the Option is exercised shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant.

  • The Subject Shares The Stockholder is the beneficial and (except as set forth on Schedule A attached hereto) record owner of, and has good and marketable title to, the Subject Shares set forth opposite such Stockholder's name on Schedule A attached hereto, free and clear of any claims, liens, encumbrances and security interests whatsoever. The Stockholder does not own, of record or beneficially, any shares of capital stock of the Company other than the Subject Shares set forth opposite such Stockholder's name on Schedule A attached hereto. The Stockholder has the sole right to vote such Subject Shares, and none of such Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of such Subject Shares, except as contemplated by this Agreement.

  • Distribution in Shares If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, the Company shall cause such Shares to be deposited with the Custodian and registered, as the case may be, in the name of the Depositary, the Custodian or any of their nominees. Upon receipt of confirmation of such deposit from the Custodian, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.7 hereof and shall, subject to Section 5.9 hereof, either (i) distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of this Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges), or (ii) if additional ADSs are not so distributed, each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes and/or governmental charges). In lieu of Delivering fractional ADSs, the Depositary shall sell the number of Shares represented by the aggregate of such fractions and distribute the proceeds upon the terms described in Section 4.1 hereof. The Depositary may withhold any such distribution of Receipts if it has not received satisfactory assurances from the Company (including an Opinion of Counsel furnished at the expense of the Company) that such distribution does not require registration under the Securities Act or is exempt from registration under the provisions of the Securities Act. To the extent such distribution may be withheld, the Depositary may dispose of all or a portion of such distribution in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable, and the Depositary shall distribute the net proceeds of any such sale (after deduction of applicable taxes and/or governmental charges and fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary) to Holders entitled thereto upon the terms described in Section 4.1 hereof.

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