Class T 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 Selling Commission of two percent (approximately $0.1890 based on initial $9.4489 price per share) of the price of each Class T Share (except for Class T Shares sold pursuant to the DRIP) sold by Ameriprise. The Dealer Manager will also re-allow to Ameriprise out of its dealer manager fee a Marketing Fee of up to 2.5% of the full price of each Class T Share (except for Class T Shares sold pursuant to the DRIP) sold by Ameriprise; provided however, the Company will not pay Ameriprise 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. In addition, the Dealer Manager will receive an annual distribution and stockholder servicing fee of 1.0% of the purchase price per Class T Share (or, once reported, the amount of our estimated NAV) for Class T Shares purchased; provided however, that the amount of the distribution and stockholder servicing fee to be reallowed to Ameriprise will not exceed a total of 4.0% . The distribution and stockholder servicing fee will accrue daily and be paid quarterly in arrears. The Dealer Manager will reallow the ongoing distribution and stockholder servicing fee to the selected dealer who initially sold the Class T Shares to a stockholder or, if applicable, to a subsequent broker-dealer of record of the Class T Shares so long as the subsequent broker-dealer is party to a selected dealer agreement with the Dealer Manager that provides for such reallowance. The Company will cease paying the distribution and stockholder servicing fee with respect to any particular Class T Share and that Class T Share will convert into a number of Class A Shares determined by multiplying each Class T Share to be converted by the “Conversion Rate” described herein on the earlier of: (i) a listing of the Class A Shares on a national securities exchange; (ii) a merger or consolidation of the Company with or into another entity, or the sale or other disposition of all or substantially all of the Company’s assets; (iii) the end of the month in which the Dealer Manager determines that total underwriting compensation paid in the primary offering including the distribution and stockholder servicing fee paid on all Class T Shares sold in the primary offering is equal to 10.0% of the gross proceeds of the primary offering from the sale of both Class A Shares and Class T Shares; and (iv) the end of the month in which the transfer agent, on behalf of the Company, determines that underwriting compensation paid in the primary offering including the distribution and stockholder servicing fee paid with respect to the Class T Shares held by a stockholder within his or her particular account equals 10.0% of the gross offering price at the time of investment of the Class T Shares held in such account. The length of time over which the distribution and stockholder servicing fee would be paid is approximately 5.25 years from the date of purchase, assuming a constant per share offering price or estimated NAV, as applicable, of $9.45
Appears in 1 contract
Samples: Selected Dealer Agreement (Hines Global Reit Ii, Inc.)
Class T Shares. In consideration for Ameriprise’s execution Except as may be provided in the “Plan of this AgreementDistribution” section of the Prospectus, which may be amended and supplemented from time to time, and for unless and until the performance of Ameriprise’s obligations hereunderSponsor provides the notice described below, the Dealer Manager agrees to pay or cause to be paid to Ameriprise a Selling Commission of two percent (approximately $0.1890 shall receive the following selling commissions from the Sponsor, based on initial $9.4489 price per share) of the price of each Class T Share sold by the Dealer Manager or the Dealers to investors in the Company: Selling Commissions Paid by the Sponsor Distribution Channel Primary Offering Shares DRP Shares Sales through a Dealer earning transaction-based compensation 3.0 % 0.0 % Sales through all other distribution channels as described in the Prospectus 0.0 % 0.0 % The Sponsor may, at its discretion and upon thirty (except for 30) days’ notice to the Dealer Manager and the Company, terminate its obligation to pay selling commissions in connection with the sale of Class T Shares following the end of such thirty (30) day notice period. In the event that the Sponsor provides such notice, the Dealer Manager shall receive the following selling commissions from the Company following the end of such thirty (30) day notice period based on each Class T Share sold by the Dealer Manager or the Dealers to investors in the Company: Selling Commissions Paid by the Company Distribution Channel Primary Offering Shares DRP Shares Sales through a Dealer earning transaction-based compensation 3.0 % 0.0 % Sales through all other distribution channels as described in the Prospectus 0.0 % 0.0 % Neither the Company nor the Sponsor will pay any selling commissions in connection with Shares sold pursuant to the DRIP) sold by AmeripriseDRP. The Dealer Manager will also re-allow to Ameriprise out Except as set forth herein or in the “Plan of its dealer manager fee a Marketing Fee of up to 2.5% Distribution” section of the full price of each Class T Share Prospectus (except for Class T Shares sold pursuant to the DRIP) sold by Ameriprise; provided however, the Company will not pay Ameriprise 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. In additionas amended and supplemented), the Dealer Manager will receive an annual distribution and stockholder servicing fee reallow all of 1.0% its selling Neither the Company nor the Sponsor shall have any obligation whatsoever to pay any selling commissions payable by the other in connection with sales of the purchase price per Class T Share (orShares. Neither the Sponsor nor the Company shall be subject to any losses, once reportedclaims, the amount of our estimated NAV) for Class T Shares purchased; provided howeverexpenses, that the amount of the distribution and stockholder servicing fee to be reallowed to Ameriprise will not exceed a total of 4.0% . The distribution and stockholder servicing fee will accrue daily and be paid quarterly in arrears. The Dealer Manager will reallow the ongoing distribution and stockholder servicing fee to the selected dealer who initially sold the Class T Shares to a stockholder or, if applicable, to a subsequent broker-dealer of record of the Class T Shares so long as the subsequent broker-dealer is party to a selected dealer agreement with the Dealer Manager that provides for such reallowance. The Company will cease paying the distribution and stockholder servicing fee damages or liabilities whatsoever with respect to any particular selling commissions payable by the other in connection with the sale of Class T Share and that Class T Share will convert into a number shares. Neither the Dealer Manager nor any Dealer shall bring any action, suit or other proceeding against the Company or the Sponsor or any of their assets with respect to any selling commissions payable by the other in connection with the sale of Class A Shares determined by multiplying each Class T Share to be converted shares, including without limitation, any proceeding claiming nonpayment of selling commissions by the “Conversion Rate” described herein on the earlier of: (i) a listing of the Class A Shares on a national securities exchange; (ii) a merger or consolidation of the Company with or into another entity, or the sale or other disposition of all or substantially all of the Company’s assets; (iii) the end of the month in which the Dealer Manager determines that total underwriting compensation paid in the primary offering including the distribution and stockholder servicing fee paid on all Class T Shares sold in the primary offering is equal to 10.0% of the gross proceeds of the primary offering from the sale of both Class A Shares and Class T Shares; and (iv) the end of the month in which the transfer agent, on behalf of the Company, determines that underwriting compensation paid in the primary offering including the distribution and stockholder servicing fee paid with respect to the Class T Shares held by a stockholder within his or her particular account equals 10.0% of the gross offering price at the time of investment of the Class T Shares held in such account. The length of time over which the distribution and stockholder servicing fee would be paid is approximately 5.25 years from the date of purchase, assuming a constant per share offering price or estimated NAV, as applicable, of $9.45other.
Appears in 1 contract
Samples: Dealer Manager Agreement (Resource Innovation Office REIT, Inc.)
Class T Shares. In consideration for Ameriprise’s execution Subject to the terms of this the Agreement, including without limitation Sections IV, V and for VI of the performance of Ameriprise’s obligations hereunderAgreement, the Dealer Manager agrees shall reallow or advance to pay or cause to be paid to Ameriprise a Selling Commission of two percent (approximately $0.1890 based on initial $9.4489 price per share) the Dealer 100% of the price of each Class T Share (except for Distribution Fees received by the Dealer Manager with respect to Class T Shares sold pursuant by the Dealer in the primary offering until such time as the Dealer has received aggregate Distribution Fees with respect to such Class T Shares equal to ___% of the aggregate purchase price of all shares at the time of purchase of such Class T Shares. The reallowance of Distribution Fees to the DRIP) sold by AmeripriseDealer is subject to the limitations set forth in Section IV of the Agreement and shall cease upon the earliest to occur of certain events, as described in Section IV of the Agreement. The Dealer Manager will also re-allow pay the Distribution Fees to Ameriprise out of its dealer manager fee a Marketing Fee of up the Dealer monthly in arrears. Notwithstanding anything to 2.5% the contrary contained in this Schedule, the Dealer affirms that the Dealer Manager’s liability for payment of the full price Distribution Fees to the Dealer is limited solely to the Distribution Fees received by the Dealer Manager from the Company associated with the Dealer’s sale of each Class T Share (except for Shares and/or Class D Shares. The parties agree that the underwriting compensation payable with respect to Class T Shares sold by the Dealer pursuant to the DRIP) sold by Ameriprise; provided however, the Company will not pay Ameriprise a Marketing Fee if the aggregate underwriting compensation to this Agreement shall be paid in accordance with Exhibit A attached hereto. Class D Shares Subject to all parties in connection with the Offering exceeds terms of the limitations prescribed by FINRA. In additionAgreement, including without limitation Sections IV, V and VI of the Agreement, the Dealer Manager will receive shall reallow or advance to the Dealer, from the Distribution Fees that the Dealer Manager receives from the Company with respect to the Class D Shares sold by the Dealer in the primary offering, Distribution Fees in an annual distribution and stockholder servicing fee of 1.0amount equal to ___ % per annum of the purchase price per aggregate NAV of such Class T Share (or, once reported, D Shares. The Distribution Fees will be calculated using the amount most recently disclosed monthly NAV before giving effect to the monthly Distribution Fee or distributions on the Company’s Shares. The reallowance of our estimated NAV) for Class T Shares purchased; provided however, that Distribution Fees to the amount Dealer is subject to the limitations set forth in Section IV of the distribution Agreement and stockholder servicing fee shall cease upon the earliest to be reallowed to Ameriprise will not exceed a total occur of 4.0% . The distribution and stockholder servicing fee will accrue daily and be paid quarterly certain events, as described in arrearsSection IV of the Agreement. The Dealer Manager will reallow pay the ongoing distribution and stockholder servicing fee Distribution Fees to the selected dealer who initially sold Dealer monthly in arrears. Notwithstanding anything to the Class T Shares to a stockholder orcontrary contained in this Schedule, if applicable, to a subsequent broker-dealer of record the Dealer affirms that the Dealer Manager’s liability for payment of the Class T Shares so long as Distribution Fees to the subsequent broker-dealer Dealer is party limited solely to a selected dealer agreement with the Distribution Fees received by the Dealer Manager that provides for such reallowancefrom the Company associated with the Dealer’s sale of Class D Shares. The Company will cease paying the distribution DEALER: ___________________________________________________ (Print Name of Dealer) By:____________________________________________ Name:____________________________________________ Title:____________________________________________ Date:____________________________________________ EXHIBIT A to Schedule 1 Ares Industrial Real Estate Income Trust Inc. – Underwriting Compensation Table at Time of Sale (“TOS”) and stockholder servicing fee with respect to any particular Distribution Fee Payments in Subsequent Years* Class T Share Shares: Selling Commission (2.00%) Dealer Manager Fee(2.50%) Distribution Fee (0.85% per annum)* TOTAL TOS TOS Year 1 Year 2 Year 3 Year 4 Year 5 Amount Reallowed to and that Class T Share Retained by Dealer as Marketing Fee 0.00% 1.00% 0.00% 0.00% 0.00% 0.00% 0.00% 1.00% Amount Paid to Dealer and Reallowed to Registered Representative Registered with Dealer 2.00% 1.00% 0.85% 0.85% 0.85% 0.45% 0.00% 6.00% Amount Retained by Dealer Manager 0.00% 0.50% 0.00% 0.00% 0.00% 0.40% 0.60% 1.50% TOTAL 2.00% 2.50% 0.85% 0.85% 0.85% 0.85% 0.60% 8.50% *Length of time may vary. Amounts will convert into a number of Class A Shares determined by multiplying each Class T Share be limited to be converted by the percentages set forth under “Conversion RateTotal” described herein on the earlier ofabove. SCHEDULE 2 TO SELECTED DEALER AGREEMENT WITH ARES WEALTH MANAGEMENT SOLUTIONS, LLC NAME OF ISSUER: (i) a listing of the Class A Shares on a national securities exchange; (ii) a merger or consolidation of the Company with or into another entity, or the sale or other disposition of all or substantially all of the Company’s assets; (iii) the end of the month in which ARES INDUSTRIAL REAL ESTATE INCOME TRUST INC. NAME OF DEALER: ______________________________________ SCHEDULE 2 TO AGREEMENT DATED: The Dealer hereby authorizes the Dealer Manager determines or its agent to deposit selling commissions, dealer manager fee reallowances, distribution fees and any other payments due to it pursuant to the Selected Dealer Agreement to its bank account specified below. This authority will remain in force until the Dealer notifies the Dealer Manager in writing to cancel it. In the event that total underwriting compensation paid in the primary offering including Dealer Manager deposits funds erroneously into the distribution and stockholder servicing fee paid on all Class T Shares sold in Dealer’s account, the primary offering Dealer Manager is equal authorized to 10.0% debit the account with no prior notice to the Dealer for an amount not to exceed the amount of the gross proceeds erroneous deposit. Bank Name: _________________________________________ Bank Address: _______________________________________ Bank Routing Number: ________________________________ Account Number: ____________________________________ DEALER: ___________________________________________________ (Print Name of the primary offering from the sale of both Class A Shares and Class T Shares; and (ivDealer) the end of the month in which the transfer agent, on behalf of the Company, determines that underwriting compensation paid in the primary offering including the distribution and stockholder servicing fee paid with respect to the Class T Shares held by a stockholder within his or her particular account equals 10.0% of the gross offering price at the time of investment of the Class T Shares held in such account. The length of time over which the distribution and stockholder servicing fee would be paid is approximately 5.25 years from the date of purchase, assuming a constant per share offering price or estimated NAV, as applicable, of $9.45By:____________________________________________ Name:____________________________________________ Title:____________________________________________ Date:____________________________________________ EXHIBIT A
Appears in 1 contract
Samples: Selected Dealer Agreement (ARES INDUSTRIAL REAL ESTATE INCOME TRUST Inc.)
Class T 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 Selling Commission of two percent (approximately $0.1890 0.189 based on initial $9.4489 price 9.45 per shareshare price) of the price of each Class T Share (except for Class T Shares sold pursuant to the DRIP) sold by Ameriprise. The Dealer Manager will also re-allow to Ameriprise out of its dealer manager fee a Marketing Fee of up to 2.5% of the full price of each Class T Share (except for Class T Shares sold pursuant to the DRIP) sold by Ameriprise; provided however, the Company will not pay Ameriprise 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. In addition, the Dealer Manager will receive an annual distribution and stockholder servicing fee of 1.0% of the purchase price per Class T Share (or, once reported, the amount of our estimated NAV) for Class T Shares purchased; provided however, that the amount of the distribution and stockholder servicing fee to be reallowed to Ameriprise will not exceed a total of 4.0% %. The distribution and stockholder servicing fee will accrue daily and be paid quarterly in arrearsmonthly. The Dealer Manager will reallow the ongoing distribution and stockholder servicing fee to the selected dealer who initially sold the Class T Shares to a stockholder or, if applicable, to a subsequent broker-dealer of record of the Class T Shares so long as the subsequent broker-dealer is party to a selected dealer agreement with the Dealer Manager that provides for such reallowance. The Company will cease paying the distribution and stockholder servicing fee with respect to any particular Class T Share and that Class T Share will convert into a number of Class A Shares determined by multiplying each Class T Share to be converted by sold in the “Conversion Rate” described herein Offering on the earlier ofearliest to occur of the following: (i) a listing of the Class A Shares shares of Common Stock on a national securities exchange; (ii) a merger or consolidation of the Company with or into another entity, or the sale or other disposition of all or substantially all of the Company’s assetssuch Class T Share is no longer outstanding; (iii) the end of the month in which the Dealer Manager determines Manager’s determination that total underwriting compensation paid in the primary offering from all sources, including dealer manager fees, Selling Commissions, the distribution fee and stockholder servicing fee any other underwriting compensation paid on to participating broker dealers with respect to all Class A Shares and Class T Shares sold would be in the primary offering is equal to 10.0excess of 10% of the gross proceeds of the primary offering from portion of the sale of both Class A Shares and Class T SharesOffering; and or (iv) the end of the month in which the transfer agent, on behalf of the Company’s behalf, determines that total underwriting compensation paid in the primary offering including the distribution and stockholder servicing fee paid with respect to the Class T Shares held by a stockholder within his or her particular account equals 10.0account, including dealer manager fees, Selling Commissions, and the distribution fee, would be in excess of 10% of the total gross offering price at the time of the investment of in the Class T Shares held in such account. The length All Class T Shares will automatically convert into Class A Shares upon a listing of time over shares of Common Stock on a national securities exchange. With respect to item (iv) above, all of the Class T Shares held in a stockholder’s account will automatically convert into Class A Shares as of the last calendar day of the month in which the 10% limit on a particular account is reached. NY 245408936v2 With respect to the conversion of Class T Shares into Class A Shares, each Class T Share will convert into an amount of Class A Shares based on the respective net asset value per share for each class. The Company currently expects that the conversion will be on a one-for-one basis, as it expects the net asset value per share of each Class A Share and Class T Share to be the same, except in the unlikely event that the distribution and stockholder servicing fee would payable by the Company exceed the amount otherwise available for distribution to holders of Class T Shares in a particular period (prior to the deduction of the distribution fee), in which case the excess will be accrued as a reduction to the net asset value per share of each Class T Share. No payment of Selling Commissions, the Marketing Fee or the distribution fee will be made in respect of Orders (or portions thereof) which are rejected by the Company. Ameriprise shall transfer to the Transfer Agent the total amount debited from such investor accounts for the purchase of Shares, net of the Selling Commission payable to Ameriprise. The Marketing Fee will be paid via Automated Clearing House (ACH) payment initiated by the Dealer Manager on the second business day following the month in which the dealer manager fee on the applicable Shares sold by Ameriprise is approximately 5.25 years received by the Dealer Manager. Selling Commissions, the Marketing Fee and the distribution fee will be payable only with respect to transactions lawful in the jurisdictions where they occur. Purchases of Shares by the Company, Ameriprise or its or their respective affiliates or any of their respective directors, officers and employees shall be net of Selling Commissions to the extent set forth in the Prospectus. Ameriprise affirms that the Dealer Manager’s liability for Selling Commissions, the Marketing Fee, the distribution fee and any other amount payable from the date Dealer Manager to Ameriprise is limited solely to the amount of purchasethe Selling Commissions, assuming the dealer manager fees and the distribution fee received by the Dealer Manager from the Company, and Ameriprise hereby waives any and all rights to receive payment of Selling Commissions, the Marketing Fee, the distribution fee and any other amount due to Ameriprise until such time as the Dealer Manager has received from the Company the Selling Commissions, dealer manager fees and the distribution fee from the sale of Shares by Ameriprise. No Selling Commissions, Marketing Fee or the distribution fee shall be paid to Ameriprise for purchases made by an investor pursuant to the DRIP. The Advisor will pay or cause to be paid to Ameriprise, the amount of any bona fide, itemized, separately invoiced due diligence expenses consistent with the language in the Prospectus and applicable regulations and FINRA rules. Except for offers and sales of Shares to the Company’s executive officers and directors and their immediate family members, to officers and employees of the Advisor or the Advisor’s affiliates, to or through registered investment advisers or a constant per share offering price bank acting as a trustee or estimated NAVfiduciary, or through any other arrangements described in the “Plan of Distribution” section of the Prospectus, the Company represents that neither it nor any of its affiliates have offered or sold any Shares pursuant to this Offering, and agrees that, through the Termination Date, the Company will not offer or sell any Shares (except for Shares offered pursuant to the DRIP) otherwise than through the Dealer Manager as applicableprovided in the Dealer Manager Agreement, Ameriprise as herein provided, the selected dealers other than Ameriprise as provided in the Selected Dealer Agreements, and registered investment advisers as provided in agreements between the Company and/or the Dealer Manager and registered investment advisers, except pursuant to arrangements described in the “Plan of $9.45Distribution” section of the Prospectus.
Appears in 1 contract
Samples: Selected Dealer Agreement (NorthStar Real Estate Income II, Inc.)
Class T 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 (Initials) Upfront Selling Commission of two percent (approximately $0.1890 based on initial $9.4489 price per share) of the price of each Class T Share (except for Class T Shares sold pursuant to the DRIP) sold by Ameriprise. The Dealer Manager will also re-allow to Ameriprise out of its dealer manager fee a Marketing Fee of up to 2.53.0% of the full price of each Class T Share (except for Class T Shares sold pursuant to the DRIP) sold by Ameriprise; provided however, the Company will not pay Ameriprise 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. In addition, the Dealer Manager will receive an annual distribution and stockholder servicing fee of 1.0% of the purchase transaction price per Class T Share (or, once reported, the amount of our estimated NAV) for Class T Shares purchased; provided however, that the amount of the distribution and stockholder servicing fee to be reallowed to Ameriprise will not exceed a total of 4.0% . The distribution and stockholder servicing fee will accrue daily and be paid quarterly in arrears. The Dealer Manager will reallow the ongoing distribution and stockholder servicing fee to the selected dealer who initially sold the Class T Shares to a stockholder or, if applicable, to a subsequent broker-dealer of record of the Class T Shares so long as the subsequent broker-dealer is party to a selected dealer agreement with the Dealer Manager that provides for such reallowance. The Company will cease paying the distribution and stockholder servicing fee with respect to any particular Class T Share and that Class T Share will convert into a number of Class A Shares determined by multiplying each Class T Share to be converted by the “Conversion Rate” described herein on the earlier of: (i) a listing of the Class A Shares on a national securities exchange; (ii) a merger or consolidation of the Company with or into another entity, or the sale or other disposition of all or substantially all of the Company’s assets; (iii) the end of the month in which the Dealer Manager determines that total underwriting compensation paid in the primary offering including the distribution and stockholder servicing fee paid on all Class T Shares share sold in the primary offering is equal Primary Offering*Total Selling Commissions and Dealer Manager Fee may not exceed 3.5%. By initialing here, the Dealer hereby agrees to 10.0% the terms of the gross proceeds of the primary offering from the sale of both Class A Shares Agreement and Class T Shares; and (iv) the end of the month in which the transfer agent, on behalf of the Company, determines that underwriting compensation paid in the primary offering including the distribution and stockholder servicing fee paid this Schedule 1 with respect to the Class T Shares held by a stockholder within his or her particular account equals 10.0shares. ________ (Initials) Upfront Dealer Manager Fee of up to 0.5% of the gross offering transaction price at per Class T share sold in the time Primary Offering*Total Selling Commissions and Dealer Manager Fee may not exceed 3.5%. By initialing here, the Dealer hereby agrees to the terms of investment of the Agreement and this Schedule 1 with respect to the Class T Shares held shares. ________ (Initials) Distribution Fee of 0.85% (Annualized Rate) of aggregate NAV of outstanding Class T shares, consisting of an advisor Distribution Fee of [0.65]% (Annualized Rate), and a dealer Distribution Fee of [0.20]% (Annualized Rate), of the aggregate NAV of outstanding Class T shares. By initialing here, the Dealer agrees to the terms of eligibility for the Distribution Fee set forth in such accountthis Schedule 1. Should the Dealer choose to opt out of this provision, it will not be eligible to receive the Distribution Fee and initialing is not necessary. The length Dealer represents by its acceptance of time over which each payment of the Distribution Fee that it complies with each of the above requirements. Class S Shares ________ (Initials) Upfront Selling Commission of up to 3.5% of the transaction price per Class S share sold in the Primary Offering* By initialing here, the Dealer hereby agrees to the terms of the Agreement and this Schedule 1 with respect to the Class S shares. ________ (Initials) Distribution Fee of 0.85% (Annualized Rate) of aggregate NAV of outstanding Class S shares By initialing here, the Dealer agrees to the terms of eligibility for the Distribution Fee set forth in this Schedule 1. Should the Dealer choose to opt out of this provision, it will not be eligible to receive the Distribution Fee and initialing is not necessary. The Dealer represents by its acceptance of each payment of the Distribution Fee that it complies with each of the above requirements. Class D Shares ________ (Initials) Distribution Fee of 0.25% (Annualized Rate) of aggregate NAV of outstanding Class D shares By initialing here, the Dealer agrees to the terms of eligibility for the Distribution Fee set forth in this Schedule 1. Should the Dealer choose to opt out of this provision, it will not be eligible to receive the Distribution Fee and initialing is not necessary. The Dealer represents by its acceptance of each payment of the Distribution Fee that it complies with each of the above requirements. * Subject to discounts described in the “Plan of Distribution” section of the Prospectus. "DEALER MANAGER" BLACK CREEK CAPITAL MARKETS, LLC By: Name: Title: "DEALER" (Print name of Dealer) By: Name: Title: SCHEDULE 2 TO SELECTED DEALER AGREEMENT WITH BLACK CREEK CAPITAL MARKETS, LLC NAME OF ISSUER: BLACK CREEK DIVERSIFIED PROPERTY FUND INC. NAME OF DEALER: SCHEDULE 2 TO AGREEMENT DATED: Dealer hereby authorizes the Dealer Manager or its agent to deposit upfront selling commissions, dealer manager fees, distribution fees, reallowances and stockholder servicing fee would be paid other payments due to it pursuant to the Selected Dealer Agreement in the manner specified below. This authority will remain in force until Dealer notifies the Dealer Manager in writing to cancel it. In the event that the Dealer Manager deposits funds erroneously into Dealer’s account, the Dealer Manager is approximately 5.25 years from authorized to debit the date account with no prior notice to Dealer for an amount not to exceed the amount of purchasethe erroneous deposit. Payment Type ¨Upfront Selling Commissions/Dealer Manager Fees ¨Distribution Fees ¨Other If there are different instructions for each payment type, assuming please complete a constant per share offering price or estimated NAV, as applicable, of $9.45separate form for each payment instruction. Payment Method ¨ Check Mailing Address:___________________________ Attention:_________________________________ City:________________ State: __________ Zip: ____________ ¨ ACH ABA Number:________________________________ Bank Name:__________________________________ Account Number:______________________________ Reference: _____________________________________ Mailing Address:_________________________________ City:___________________ State:________________ Zip:_____________ Payment Backup ¨Hard Copy ¨Mail to address listed above ¨Mail to a different address: Mailing address: __________________________________________ City:_________________ State:______________ Zip:_____________ ¨ Internet Dealer Commission (IDC) – Please go to xxx.xxxxxx.xxx to sign up for access to commission files.
Appears in 1 contract
Samples: Dealer Manager Agreement (Dividend Capital Diversified Property Fund Inc.)
Class T Shares. In consideration for AmeripriseWith respect to the Fund’s execution Class T shares, to the extent the Total Annual Fund Operating Expenses (as defined in Item 3 to Form N-1A), after such expense reimbursement and/or fee waiver (exclusive of this Agreementdistribution and service (12b-1) fees, brokerage expenses, interest expense, taxes and for the performance of Ameriprise’s obligations hereunderextraordinary expenses), exceed 1.25%, the Dealer Manager agrees to pay or cause to be paid to Ameriprise a Selling Commission of two percent (approximately $0.1890 based on initial $9.4489 price per share) of Adviser will reduce the price of each Class T Share (except for Class T Shares sold pursuant fee payable with respect to the DRIP) sold by Ameriprise. The Dealer Manager will also re-allow to Ameriprise out of its dealer manager fee a Marketing Fee of up to 2.5% of the full price of each Class T Share (except for Class T Shares sold pursuant Fund to the DRIPextent of such excess, and/or shall reimburse the Fund (or class as applicable) sold by Ameriprise; provided however, the Company will not pay Ameriprise 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. In addition, the Dealer Manager will receive an annual distribution and stockholder servicing fee of 1.0% of the purchase price per Class T Share (or, once reported, the amount of our estimated NAV) such excess. The waiver or reimbursement shall be allocated to each class of the Fund in the same manner as the underlying expenses or fees were allocated. * * * * * The Adviser and the Sub-Adviser agree to allocate any such waivers or reimbursements incurred by the Adviser by attributing 2/3 of the required amount to the Sub-Adviser and 1/3 of the required amount to the Adviser. The Adviser and the Sub-Adviser further agree that such fee waivers and reimbursements for Class T Shares purchased; provided howeverthe Fund are effective as of May 10, 2017 and shall continue at least through February 28, 2019. Each of the Adviser and the Sub-Adviser will be permitted to recover, on a class by class basis, expenses it has borne through this letter agreement to the extent that the amount of Fund’s expenses in later periods fall below the distribution and stockholder servicing fee to be reallowed to Ameriprise annual rates set forth in this agreement or in previous letter agreements. Notwithstanding the foregoing, the Fund will not exceed a total of 4.0% . The distribution be obligated to pay any such waived or reimbursed fees and stockholder servicing fee will accrue daily and be paid quarterly in arrears. The Dealer Manager will reallow the ongoing distribution and stockholder servicing fee to the selected dealer who initially sold the Class T Shares to a stockholder or, if applicable, to a subsequent brokerexpenses more than thirty-dealer of record of the Class T Shares so long as the subsequent broker-dealer is party to a selected dealer agreement with the Dealer Manager that provides for such reallowance. The Company will cease paying the distribution and stockholder servicing fee with respect to any particular Class T Share and that Class T Share will convert into a number of Class A Shares determined by multiplying each Class T Share to be converted by the “Conversion Rate” described herein on the earlier of: (i) a listing of the Class A Shares on a national securities exchange; (ii) a merger or consolidation of the Company with or into another entity, or the sale or other disposition of all or substantially all of the Company’s assets; (iii) six months after the end of the month fiscal year in which the Dealer Manager determines that total underwriting compensation paid in the primary offering including the distribution and stockholder servicing fee paid on all Class T Shares sold in the primary offering is equal to 10.0% was waived or expense reimbursed. ALPS ADVISORS, INC. RED ROCKS CAPITAL LLC By: /s/ Pxxxxxx X. Xxxxxxxx By: /s/ Txxxxx X. Xxxxxx Name: Pxxxxxx X. Xxxxxxxx Name: Txxxxx X. Xxxxxx Title: Treasurer Title: President Your signature below acknowledges acceptance of the gross proceeds of the primary offering from the sale of both Class A Shares and Class T Shares; and (iv) the end of the month in which the transfer agent, on behalf of the Company, determines that underwriting compensation paid in the primary offering including the distribution and stockholder servicing fee paid with respect to the Class T Shares held by a stockholder within his or her particular account equals 10.0% of the gross offering price at the time of investment of the Class T Shares held in such account. The length of time over which the distribution and stockholder servicing fee would be paid is approximately 5.25 years from the date of purchase, assuming a constant per share offering price or estimated NAV, as applicable, of $9.45this letter agreement: FINANCIAL INVESTORS TRUST By: /s/ Exxxxx X. Xxxxx Name: Exxxxx X. Xxxxx Title: President
Appears in 1 contract
Samples: Financial Investors Trust
Class T Shares. In consideration for Ameriprise’s execution Except as may be provided in the “Plan of this AgreementDistribution” section of the Prospectus, which may be amended and for the performance of Ameriprise’s obligations hereundersupplemented from time to time, the as Dealer Manager agrees to pay or cause to be paid to Ameriprise a Selling Commission of two percent (approximately $0.1890 you shall receive the following selling commissions from the Sponsor, based on initial $9.4489 price per share) of the price of each Class T Share (except for Class T Shares sold pursuant to the DRIP) sold by Ameriprise. The you or the Dealers to investors in the Company whose subscriptions for Shares are accepted by the Company: Selling Commissions Paid by the Sponsor Distribution Channel Primary Offering Shares DRP Shares Sales through a Dealer Manager will also reearning transaction-allow to Ameriprise out based compensation 3.0 % 0.0 % * Except as set forth herein or in the “Plan of its dealer manager fee a Marketing Fee of up to 2.5% Distribution” section of the full price of each Class T Share Prospectus (except for Class T Shares sold pursuant to the DRIP) sold by Ameriprise; provided however, the Company will not pay Ameriprise 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. In additionas amended and supplemented), the Dealer Manager will reallow all of its selling commissions attributable to a Dealer. The Sponsor may, at its discretion and upon thirty (30) days’ notice to the Dealer Manager and the Company, terminate its obligation to pay selling commissions in connection with the sale of Class T Shares following the end of such thirty (30) day notice period. In the event that the Sponsor provides such notice, the Dealer Manager shall receive an annual distribution and stockholder servicing fee the following selling commissions from the Company following the end of 1.0% of the purchase price per such thirty (30) day notice period based on each Class T Share sold by the Dealer Manager or the Dealers to investors in the Company: Selling Commissions Paid by the Company Distribution Channel Primary Offering Shares DRP Shares Sales through a Dealer earning transaction-based compensation 3.0 % 0.0 % Except as described in the immediately preceding paragraph, (or, once reported, i) the amount Company shall have no obligation whatsoever to pay any selling commissions in connection with sales of our estimated NAV) for Class T Shares purchased; provided however(ii) the Company shall not be subject to any losses, that claims, expenses (including the amount of the distribution reasonable legal and stockholder servicing fee to be reallowed to Ameriprise will not exceed a total of 4.0% . The distribution other expenses incurred in investigating and stockholder servicing fee will accrue daily and be paid quarterly in arrears. The Dealer Manager will reallow the ongoing distribution and stockholder servicing fee to the selected dealer who initially sold the Class T Shares to a stockholder ordefending any such claims or liabilities), if applicable, to a subsequent broker-dealer of record of the Class T Shares so long as the subsequent broker-dealer is party to a selected dealer agreement with the Dealer Manager that provides for such reallowance. The Company will cease paying the distribution and stockholder servicing fee damages or liabilities whatsoever with respect to any particular selling commissions in connection with the sale of Class T Share shares and that Class T Share will convert into a number of Class A Shares determined by multiplying each Class T Share to be converted by the “Conversion Rate” described herein on the earlier of: (i) a listing of the Class A Shares on a national securities exchange; (ii) a merger or consolidation of the Company with or into another entity, or the sale or other disposition of all or substantially all of the Company’s assets; (iii) the end of the month in which neither the Dealer Manager determines that total underwriting compensation paid nor any Dealer shall bring any action, suit or other proceeding against the Company or any of its Resource Securities, Inc. 6 Dealer Manager Agreement assets with respect to any selling commissions in the primary offering including the distribution and stockholder servicing fee paid on all Class T Shares sold in the primary offering is equal to 10.0% of the gross proceeds of the primary offering from connection with the sale of both Class A Shares and Class T Shares; and (iv) shares, including without limitation, any proceeding claiming nonpayment of selling commissions by the end of the month in which the transfer agent, on behalf of the Company, determines that underwriting compensation paid in the primary offering including the distribution and stockholder servicing fee paid with respect to the Class T Shares held by a stockholder within his or her particular account equals 10.0% of the gross offering price at the time of investment of the Class T Shares held in such account. The length of time over which the distribution and stockholder servicing fee would be paid is approximately 5.25 years from the date of purchase, assuming a constant per share offering price or estimated NAV, as applicable, of $9.45Sponsor.
Appears in 1 contract
Samples: Dealer Manager Agreement (Resource Apartment REIT III, Inc.)