Compensation of Broker. The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal to 7.0% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing Dealer, in its sole discretion, may reallow to the Broker, from its marketing support and due diligence expense reimbursement fee, up to an additional 0.5% on sales of Shares by such Broker, based on such factors as the number of Shares sold by the Broker, the assistance of the Broker in marketing the Offering, and bona fide due diligence expenses incurred by the Broker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if the commission payable to any broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions or may eliminate commissions on certain sales of Shares, including the reduction or elimination of commissions in accordance with the following paragraph of this Section 2. Any such reduction or elimination of commissions will not, however, change the net proceeds to the Company.
Appears in 6 contracts
Samples: Participating Broker Agreement (CNL Hospitality Properties Inc), Participating Broker Agreement (CNL Retirement Properties Inc), Participating Broker Agreement (CNL Hospitality Properties Inc)
Compensation of Broker. (a) The Managing Dealer shall pay reallow to the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal of up to seven percent (7.0% %) on completed sales of Shares by such Broker, as set forth in Exhibit A heretoincluding sales made under the automatic purchase plan of the Company (“Automatic Purchase Plan”), subject to reduction as specified in this Section 2 and the Prospectus. The Managing Dealer, in its sole discretion, may reallow to the Broker, from From its marketing support and due diligence expense reimbursement fee, up to an additional 0.5% the Managing Dealer may reallow all or a portion of the marketing support fee on completed sales of Shares by such BrokerShares, based on such factors including sales under the Automatic Purchase Plan, to any Broker that agrees to use its internal marketing support personnel to assist the Managing Dealer’s marketing team and their internal marketing communication tools to promote the Company as the number of Shares sold by the Broker, the assistance of the Broker more specifically set forth in marketing the Offering, and bona fide due diligence expenses incurred by the BrokerSection 2(g) herein. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, provided however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if to the extent the commission payable to any broker-broker dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker Managing Dealer shall not reallow any commissions to non-NASD FINRA members. The Company (and the Managing Dealer) may pay reduced commissions and/or marketing support fees or may eliminate commissions such compensation on certain sales of Shares, including the reduction or elimination of commissions compensation in accordance with the following paragraph paragraphs of this Section 2. Any such reduction or elimination of commissions compensation will not, however, change the net proceeds to the Company.
(b) Notwithstanding anything to the contrary contained in this Section 2, in the event that the Managing Dealer reallows any commission and/or fees to the Broker for the sale of one or more Shares and the subscription is rescinded or rejected as to one or more of the Shares covered by such subscription, the Managing Dealer shall decrease the next payment of commissions or other compensation otherwise payable to the Broker by the Managing Dealer under this Agreement by an amount equal to the applicable rate established in Section 2 of this Agreement, multiplied by the price of the Shares as to which the subscription is rescinded or rejected, as applicable. In the event that no payment of commissions or other compensation is due to the Broker after such withdrawal occurs, the Broker shall pay the amount specified in the preceding sentence to the Managing Dealer within ten (10) days following mailing of notice to the Broker by the Managing Dealer stating the amount owed as a result of rescinded or rejected subscriptions.
(c) After such time (if any) that monies are deliverable to the Company by the Transfer Agent pursuant to the Escrow Agreement, the Broker may withhold the selling commissions and marketing support fees to which it is entitled from the purchase price for the Shares in the Offering and forward the balance to the Company’s Transfer Agent if it represents to the Managing Dealer that: (i) the Broker is legally permitted to do so; and (ii) (A) the Broker meets all applicable net capital requirements under the rules of FINRA or other applicable rules regarding such an arrangement; (B) the Broker has forwarded the subscription agreement to the Company’s Transfer Agent and received the Company’s written acceptance of the subscription prior to forwarding the purchase price for the Shares, net of the commissions and marketing support fees to which the Broker is entitled, to the Company’s Transfer Agent; and (C) the Broker has verified that there are sufficient funds in the investor’s account with the Broker to cover the entire cost of the subscription.
(d) The following persons and entities may purchase Shares net of all or a portion the seven percent (7.0%) commissions and the three percent (3.0%) marketing support fee (assuming no other discounts apply):
(i) a registered principal or representative of the Managing Dealer or a Broker (and the immediate family members of any of the foregoing persons); (ii) employees, officers and directors of the Company or the advisor to the Company (the “Advisor”), or of the Affiliates of either of the foregoing entities (and the immediate family members of any of the foregoing persons), any Plan established exclusively for the benefit of such persons or entities, and, if approved by the Company, joint venture partners, consultants and other service providers; (iii) a client of an investment adviser registered under the Investment Advisers Act of 1940, as amended, or under applicable state securities laws (other than any registered investment advisor that is also registered as a broker dealer, with the exception of clients who have “wrap” accounts which have asset based fees with such dually registered investment advisor/ broker dealer); and (iv) a person investing in a bank trust account with respect to which the decision-making authority for investments made has been delegated to the bank trust department. For purposes of this paragraph, “immediate family members” means such person’s spouse, parents, children, brothers, sisters, grandparents, grandchildren and any such person who is so related by marriage such that this includes “step-” and “-in law” relations as well as such persons so related by adoption. The amount of proceeds to the Company will not be affected by reducing or eliminating commissions and marketing support fees payable in connection with sales to investors described in this paragraph. In addition, Brokers that have a contractual arrangement with their clients for the payment of fees on terms that are inconsistent with the acceptance of all or a portion of the commissions and the marketing support fee may elect not to accept all or a portion of their compensation in the form of commissions and the marketing support fees offered by the Company for Shares that they sell. In that event, such Shares shall be sold to the investor net of all or a portion of the selling commissions and the marketing support fee. Any reductions in commissions or the marketing support fee will reduce the compensation otherwise payable to the Broker.
(e) In connection with the purchase and subsequent purchase of certain minimum numbers of Shares, the amount of commissions otherwise payable may be reduced in accordance with certain discounts for volume purchases as set forth in the Prospectus. It is the Broker’s responsibility to determine which investors qualify for such volume purchase discounts. To the extent an investor qualifies for a volume discount on a particular purchase, such investor’s subsequent purchases, regardless of the Shares subscribed for in such purchases, will also qualify for: (i) that volume discount; or (ii) to the extent the subsequent purchase when aggregated with the prior purchases qualifies for a greater volume discount, such greater discounts. Any request to combine more than one subscription or to treat a subsequent purchase collectively for purposes of the volume discount must be made by the Broker in writing in a form satisfactory to the Managing Dealer and must set forth the basis of such request. Any such request will be subject to prior verification by the Broker that all of such subscriptions were made by a single “purchaser.” For purposes of determining the applicability of discounts, a single “purchaser” means: (i) an individual, his or her spouse, and their children under the age of 21, who purchase our Shares for their own accounts; (ii) a corporation, partnership, association, joint-stock company, trust fund, or any organized group of persons, whether incorporated or not; (iii) an employee’s trust, pension, profit-sharing, or other employee benefit plan qualified under Section 401 of the Code; and (iv) all pension, trust, or other funds maintained by a given bank. For purposes of volume discounts, all such Shares must be purchased through the same Broker. Any such discounts will reduce the amount of compensation otherwise payable to the Broker. Purchases through the Automatic Purchase Plan shall be eligible for volume discounts but for none of the other discounts that are described in the Prospectus.
(f) No commissions or marketing support fees will be paid to the Broker in connection with any Shares purchased in the Distribution Reinvestment Plan.
(g) Eligibility to receive the marketing support fee is conditioned upon the Broker’s compliance with one or more of the following conditions. Any determination regarding the Broker’s compliance with the listed conditions will be made by the Managing Dealer, in its sole discretion.
(i) The Broker has internal marketing support personnel (such as telemarketers, or a marketing director) to assist the Managing Dealer’s marketing team;
(ii) The Broker has and uses internal marketing communications vehicles, such as newsletters, conference calls, cassette tapes and internal mail to promote the Company and the Offering;
(iii) The Broker will answer investors’ inquiries concerning monthly statements, valuations, distribution rates, tax information, annual reports, reinvestment and redemption rights and procedures, automatic purchase plan procedures, the financial status of the Company and the real estate markets in which the Company has invested;
(iv) The Broker will assist investors with reinvestments, Automatic Purchase Plan purchases and redemptions;
(v) The Broker will maintain the technology necessary to adequately service the Company’s investors as otherwise associated with the Offering; and
(vi) The Broker will provide other services requested by investors from time to time.
Appears in 5 contracts
Samples: Participating Broker Agreement (Global Income Trust, Inc.), Participating Broker Agreement (Macquarie CNL Global Income Trust, Inc.), Participating Broker Agreement (Macquarie CNL Global Income Trust, Inc.)
Compensation of Broker. (a) The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal of up to 7.0% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing Dealer, in its sole discretion, may reallow to the Broker, from From its marketing support and due diligence expense reimbursement fee, the Managing Dealer may allow up to an additional 0.51.0% on sales of Shares by such Broker, based on such factors to any Broker that agrees to use its internal marketing support personnel to assist the Managing Dealer’s marketing team and their internal marketing communication tools to promote the Company as the number of Shares sold by the Broker, the assistance of the Broker in marketing the Offering, and bona fide due diligence expenses incurred by the Brokerset forth below. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, provided however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if to the extent the commission payable to any broker-broker dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions to non-NASD FINRA members. The Company (and the Managing Dealer) may pay reduced commissions or may eliminate commissions on certain sales of Shares, including the reduction or elimination of commissions in accordance with the following paragraph paragraphs of this Section 2. Any such reduction or elimination of commissions will not, however, change the net proceeds to the Company.
(b) The Broker may withhold the selling commissions to which it is entitled from the purchase price for the Shares in the Offering and forward the balance to the Managing Dealer if it represents to the Managing Dealer that (i) the Broker is legally permitted to do so; (ii)
(a) the Broker meets all applicable net capital requirements under the rules of FINRA or other applicable rules regarding such an arrangement; (b) the Broker has forwarded the subscription agreement to the Company and received the Company’s written acceptance of the subscription prior to forwarding the purchase price for the Shares, net of the commissions to which the Broker is entitled, to the Company; and (c) the Broker has verified that there are sufficient funds in the investor’s account with the Broker to cover the entire cost of the subscription; and (iii) the Broker has performed its obligations under paragraph 7(h) of this Agreement.
(c) Notwithstanding Section 2(a) above, the following persons and entities may purchase Shares net of some or all of the 7.0% commission and the 1.0% marketing support fee (but not net of the 2.0% dealer manager fee), at a per Share purchase price of $9.20 (assuming no other discounts apply):
(i) A registered principal or representative or associated person of the Managing Dealer or a Participating Broker and any employee, officer or director of affiliates of the Managing Dealer or the affiliated entity itself (and the immediate family members of any of the foregoing persons); (ii) employees, officers, trustees and directors of the Company, the Advisor or CB Xxxxxxx Xxxxx Investors L.L.C., or of the affiliates of either of the foregoing entities (and the immediate family members of any of the foregoing persons), and any Plan established exclusively for the benefit of such persons or entities; (iii) a client of an investment advisor registered under the Investment Advisers Act of 1940, as amended, or under applicable state securities laws (other than any registered investment advisor that is also registered as a broker dealer, with the exception of clients who have “wrap” accounts which have asset based fees with such dually registered investment advisor/broker dealer); and (iv) a person investing in a bank trust account with respect to which the decision-making authority for investments made has been delegated to the bank trust department. For purposes of this paragraph, “immediate family members” means such person’s spouse, parents, children, grandparents, grandchildren and any such person who is so related by marriage such that this includes “step-” and “-in law” relations as well as such persons so related by adoption. In addition, Participating Brokers that have a contractual arrangement with their clients for the payment of fees on terms that are inconsistent with the acceptance of all or a portion of the commissions and the marketing support fee may elect not to accept all or a portion of their compensation in the form of commissions and the marketing support fees offered by the Company for Shares that they sell. In that event, such Shares shall be sold to the investor net of some or all of the 7.0% commission and the 1.0% marketing support fee at a per share purchase price as low as $9.20. The amount of proceeds to the Company will not be affected by reducing commissions and marketing support fees payable in connection with sales to investors described in this paragraph.
(d) In connection with the purchase and subsequent purchase of certain minimum numbers of Shares, the amount of commissions otherwise payable may be reduced in accordance with certain discounts for breakpoints for volume purchases as set forth in the Prospectus. It is the Broker’s responsibility to determine which investors qualify (i) for breakpoints; and (ii) as a “single purchaser” as defined in the Prospectus. To the extent an investor qualifies for a volume discount on a particular purchase, such investor’s subsequent purchases, regardless of the Shares subscribed for in such purchases, will also qualify for (i) that volume discount, or (ii) to the extent the subsequent purchase when aggregated with the prior purchases qualifies for a greater volume discount, such greater discounts. Any request to treat a subsequent purchase collectively for purposes of the volume discount must be made by Broker in writing in a form satisfactory to the Managing Dealer and must set forth the basis of such request. Any request to combine more than one subscription must be made in writing in a form satisfactory to the Managing Dealer and must set forth the basis for such request. Any such request will be subject to prior verification by the Broker that all of such subscriptions were made by a single investor. For purposes of volume discounts, all such Shares must be purchased through the same participating broker.
(e) Shareholders who elect to participate in the dividend reinvestment plan as described in the Prospectus will be charged $9.50 per Share or 95% of the fair market value of a Share on the reinvestment date, as determined by CBRE Advisors LLC (the “Advisor”), or another firm the Company may choose for such purpose, and no commissions or marketing support fees will be paid to the Broker in connection with any Shares so purchased.
(f) Eligibility to receive the marketing support fee is conditioned upon the Broker’s compliance with one or more of the following conditions. Any determination regarding the Broker’s compliance with the listed conditions will be made by the Managing Dealer, in its sole discretion.
(1) The Broker has internal marketing support personnel (telemarketers, marketing director, etc.) who assist the Managing Dealer’s marketing team;
(2) The Broker has and uses internal marketing communications vehicle(s) to promote the Company. Vehicles may include, but are not restricted to, newsletters, conference calls, cassette tapes, internal mail, etc.;
(3) The Broker will respond to investors’ inquiries concerning monthly statements, valuations, distribution rates, tax information, annual reports, reinvestment and redemption rights and procedures, the financial status of the Company and the real estate markets in which the Company has invested;
(4) The Broker will assist investors with reinvestments and redemptions; and/or The Broker will provide other services requested by investors from time to time and will maintain the technology necessary to adequately service investors.
(g) The Managing Dealer will reimburse the Participating Broker for bona fide due diligence expenses incurred by the Participating Broker in connection with the Offering. Such due diligence expense reimbursements are limited to the amount the Managing Dealer is reimbursed pursuant to the terms of the Managing Dealer Agreement.
Appears in 3 contracts
Samples: Managing Dealer Agreement (Cb Richard Ellis Realty Trust), Managing Dealer Agreement (Cb Richard Ellis Realty Trust), Managing Dealer Agreement (Cb Richard Ellis Realty Trust)
Compensation of Broker. (a) The Managing Dealer shall pay reallow to the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal of up to seven percent (7.0% %) on completed sales of Shares by such Broker, as set forth in Exhibit A heretoincluding sales made under the automatic purchase plan of the Company (the “Automatic Purchase Plan”), subject to reduction as specified in this Section 2 and the Prospectus. The In addition, the Managing Dealer may reallow a marketing support fee of up to three percent (3.0%) on completed sales of Shares, including sales under the Automatic Purchase Plan, to any Broker that agrees to use its internal marketing support personnel to assist the Managing Dealer, ’s marketing team and their internal marketing communication tools to promote the Company as more specifically set forth in its sole discretion, may reallow to the Broker, from its marketing support and due diligence expense reimbursement fee, up to an additional 0.5% on sales of Shares by such Broker, based on such factors as the number of Shares sold by the Broker, the assistance of the Broker in marketing the Offering, and bona fide due diligence expenses incurred by the BrokerSection 2(g) herein. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreementSubscription Agreement; provided, provided however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if to the extent the commission payable to any broker-broker dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions and/or marketing support fees or may eliminate commissions such compensation on certain sales of Shares, including the reduction or elimination of commissions compensation in accordance with the following paragraph paragraphs of this Section 2. Any such reduction or elimination of commissions compensation will not, however, change the net proceeds to the Company.
(b) Notwithstanding anything to the contrary contained in this Section 2, in the event that the Managing Dealer reallows any commission and/or fees to the Broker for the sale of one or more Shares and the subscription is rescinded or rejected as to one or more of the Shares covered by such subscription, the Managing Dealer shall decrease the next payment of commissions or other compensation otherwise payable to the Broker by the Managing Dealer under this Agreement by an amount equal to the applicable rate established in Section 2 of this Agreement, multiplied by the price of the Shares as to which the subscription is rescinded or rejected, as applicable. In the event that no payment of commissions or other compensation is due to the Broker after such withdrawal occurs, the Broker shall pay the amount specified in the preceding sentence to the Managing Dealer within ten (10) days following mailing of notice to the Broker by the Managing Dealer stating the amount owed as a result of rescinded or rejected subscriptions.
(c) After such time (if any) that monies are deliverable to the Company by the Transfer Agent pursuant to the Escrow Agreement, the Broker may withhold the selling commissions and marketing support fees to which it is entitled from the purchase price for the Shares in the Offering and forward the balance to the Company’s Transfer Agent if it represents to the Managing Dealer that: (i) the Broker is legally permitted to do so; and (ii) (A) the Broker meets all applicable net capital requirements under the rules of FINRA or other applicable rules regarding such an arrangement; (B) the Broker has forwarded the Subscription Agreement to the Company’s Transfer Agent and received the Company’s written acceptance of the subscription prior to forwarding the purchase price for the Shares, net of the commissions and marketing support fees to which the Broker is entitled, to the Company’s Transfer Agent; and (C) the Broker has verified that there are sufficient funds in the investor’s account with the Broker to cover the entire cost of the subscription.
(d) The following persons and entities may purchase Shares net of all or a portion of the seven percent (7.0%) commissions and the three percent (3.0%) marketing support fee (assuming no other discounts apply): (i) registered principals or representatives of the Managing Dealer or Broker (and immediate family members of any of the foregoing persons); (ii) employees, officers and directors of the Company or the advisor to the Company (the “Advisor”), or of the Affiliates of either of the foregoing entities (and the immediate family members of any of the foregoing persons), any Plan established exclusively for the benefit of such persons or entities, (iii) if approved by the Company’s board of directors, joint venture partners, consultants and other service providers; (iv) a client of an investment adviser registered under the Investment Advisers Act of 1940, as amended, or under applicable state securities laws (other than any registered investment adviser that is also registered as a broker dealer, with the exception of clients who have “wrap” accounts which have asset based fees with such dually registered investment adviser/ broker dealer); and (v) a person investing in a bank trust account with respect to which the decision-making authority for investments made has been delegated to the bank trust department. For purposes of this paragraph, “immediate family members” means such person’s spouse, parents, children, brothers, sisters, grandparents, grandchildren and any such person who is so related by marriage such that this includes “step” and “in-law” relations as well as such persons so related by adoption. The amount of proceeds to the Company will not be affected by reducing or eliminating commissions and marketing support fees payable in connection with sales to investors described in this paragraph. In addition, Brokers that have a contractual arrangement with their clients for the payment of fees on terms that are inconsistent with the acceptance of all or a portion of the commissions and the marketing support fee may elect not to accept all or a portion of their compensation in the form of commissions and the marketing support fees offered by the Company for Shares that they sell. In that event, such Shares shall be sold to the investor net of all or a portion of the selling commissions and the marketing support fee. Any reductions in commissions or the marketing support fee will reduce the compensation otherwise payable to the Broker.
(e) In accordance with the volume discounts schedule set forth in the “Plan of Distribution” section of the Prospectus, the amount of selling commissions otherwise payable may be reduced or eliminated with respect to sales to a subscriber or group of subscribers based upon the aggregate of Shares purchased by such subscriber or group through the Broker. It is the Broker’s responsibility to determine which investors qualify for such volume purchase discounts. To the extent an investor qualifies for a volume discount on a particular purchase, such investor’s subsequent purchases, regardless of the Shares subscribed for in such purchases, will also qualify for: (i) that volume discount; or (ii) to the extent the subsequent purchase when aggregated with the prior purchases qualifies for a greater volume discount, such greater discounts. Any request to combine more than one subscription or to treat a subsequent purchase collectively for purposes of the volume discount must be made by the Broker in writing in a form satisfactory to the Managing Dealer and must set forth the basis of such request. Any such request will be subject to prior verification by the Broker that all of such subscriptions were made by a single “purchaser.” For purposes of determining the applicability of discounts, a single “purchaser” means: (i) an individual, his or her spouse, and their children under the age of 21, who purchase our Shares for their own accounts; (ii) a corporation, partnership, association, joint-stock company, trust fund, or any organized group of persons, whether incorporated or not; (iii) an employee’s trust, pension, profit-sharing, or other employee benefit plan qualified under Section 401 of the Code; and (iv) all pension, trust, or other funds maintained by a given bank. For purposes of volume discounts, all such Shares must be purchased through the same Broker. Any such discounts will reduce the amount of compensation otherwise payable to the Broker. Purchases through the Automatic Purchase Plan shall be eligible for volume discounts but for none of the other discounts that are described in the Prospectus.
(f) No commissions or marketing support fees will be paid to the Broker in connection with any Shares purchased through the Distribution Reinvestment Plan.
(g) Eligibility to receive the marketing support fee is conditioned upon the Broker’s compliance with one or more of the following conditions. Any determination regarding the Broker’s compliance with the listed conditions will be made by the Managing Dealer, in its sole discretion.
(i) The Broker has internal marketing support personnel (such as telemarketers, or a marketing director) to assist the Managing Dealer’s marketing team;
(ii) The Broker has and uses internal marketing communications vehicles, including, but not limited to, newsletters, conference calls, interactive CD-ROMs, and internal mail to promote the Company and the Offering;
(iii) The Broker will answer investors’ inquiries concerning monthly statements, valuations, distribution rates, tax information, annual reports, reinvestment and redemption rights and procedures, Automatic Purchase Plan procedures, the financial status of the Company and the real estate markets in which the Company has invested;
(iv) The Broker will assist investors with reinvestments, Automatic Purchase Plan purchases and redemptions;
(v) The Broker will maintain the technology necessary to adequately service the Company’s investors as otherwise associated with the Offering; and
(vi) The Broker will provide other services requested by investors from time to time.
Appears in 3 contracts
Samples: Participating Broker Agreement (Global Growth Trust, Inc.), Participating Broker Agreement (Macquarie CNL Global Income Trust, Inc.), Participating Broker Agreement (CNL Macquarie Global Growth Trust, Inc.)
Compensation of Broker. The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal of up to 7.06.0% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing Dealer, in its sole discretion, Dealer may reallow to the Broker, from its marketing support and due diligence expense reimbursement fee, reimbursements estimated to be up to an additional 0.50.01% on sales of Shares by such Broker, based on such factors Broker as the number of Shares sold by the Broker, the assistance of the Broker in marketing the Offering, and reimbursement for bona fide due diligence expenses incurred by the Broker, following such Broker's submission of invoices supporting such expenses. From its marketing support fee, the Managing Dealer may reallow to any Broker with whom it enters into the addendum to Exhibit A to this Agreement relating to the marketing support fee, up to 2.5% on sales of Shares by such Broker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if the commission commissions or other compensation payable to any broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions or fees to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions and fees or may eliminate commissions and fees on certain sales of Shares, including the reduction or elimination of commissions and fees in accordance with with, and on the following paragraph terms set forth in, the Prospectus and the Paragraphs of this Section 2. Any .
(i) a registered principal or representative of the Managing Dealer or a Broker; (ii) employees, officers and directors of the Company or the Advisor, or of the Affiliates of either of the foregoing entities (and the immediate family members of any of the foregoing persons, provided that "immediate family members" means such reduction or elimination of commissions will notperson's spouse, howeverparents, change the net proceeds to the Company.children, grandparents, grandchildren and any such person who is so related by marriage such that this includes "step-" and "-
Appears in 2 contracts
Samples: Participating Broker Agreement (CNL Income Properties Inc), Participating Broker Agreement (CNL Income Properties Inc)
Compensation of Broker. The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal to 7.0% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing Dealer, in its sole discretion, may reallow to the Broker, from its marketing support and due diligence expense reimbursement fee, up to an additional 0.5% on sales of Shares by such Broker, based on such factors as the number of Shares sold by the Broker, the assistance of the Broker in marketing the Offering, and bona fide due diligence expenses incurred by the Broker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if the commission payable to any broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions or may eliminate commissions on certain sales of Shares, including the reduction or elimination of commissions in accordance with the following paragraph of this Section 2. Any such reduction or elimination of commissions will not, however, change the net proceeds to the Company.
Appears in 2 contracts
Samples: Participating Broker Agreement (CNL American Properties Fund Inc), Participating Broker Agreement (CNL American Properties Fund Inc)
Compensation of Broker. The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal to 7.0% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing Dealer, in its sole discretion, may reallow to the Broker, from its marketing support and due diligence expense reimbursement fee, up to an additional 0.5% on sales of Shares by such Broker, based on such factors as the number of Shares sold by the Broker, the assistance of the Broker in marketing the Offering, and bona fide BONA FIDE due diligence expenses incurred by the Broker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; providedPROVIDED, howeverHOWEVER, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until such time as subscriptions for a minimum of 250,000 Shares ($2,500,000), excluding subscriptions from Pennsylvania investors, have been received and approved by the Company, and deposited into the escrow account provided for in Paragraph 1(e) hereof; (iii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iiiiv) if the commission payable to any broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions or may eliminate commissions on certain sales of Shares, including the reduction or elimination of commissions in accordance with the following paragraph of this Section 2. Any such reduction or elimination of commissions will not, however, change the net proceeds to the Company.
Appears in 2 contracts
Samples: Participating Broker Agreement (CNL American Realty Fund Inc), Participating Broker Agreement (CNL American Realty Fund Inc)
Compensation of Broker. The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal to 7.0% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing Dealer, in its sole discretion, Dealer may reallow to the Broker, from its marketing support and due diligence expense reimbursements, an additional 0.125% on sales of Shares by such Broker as reimbursement for bona fide due diligence expenses incurred by the Broker, following such Broker's submission of invoices supporting such expenses. From its marketing support fee, up the Managing Dealer will reallow to an additional any Broker with whom it enters into a separate Marketing Support Fee Agreement, pursuant to which the Broker agrees to use their internal marketing support personnel to assist the Managing Dealer's marketing team and their internal marketing communication tools to promote the Company, 0.5% on sales of Shares by such Broker, based on such factors as the number of Shares sold by the Broker, the assistance of the Broker in marketing the Offering, and bona fide due diligence expenses incurred by the Broker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if the commission payable to any broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions or may eliminate commissions on certain sales of Shares, including the reduction or elimination of commissions in accordance with the following paragraph of this Section 2. Any such reduction or elimination of commissions will not, however, change the net proceeds to the Company.
Appears in 2 contracts
Samples: Participating Broker Agreement (CNL Hospitality Properties Inc), Participating Broker Agreement (CNL Retirement Properties Inc)
Compensation of Broker. (a) The Managing Dealer shall pay reallow to the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal of up to seven percent (7.0% %) on completed sales of Shares by such Broker, as set forth in Exhibit A heretoincluding sales made under the automatic purchase plan of the Company (“Automatic Purchase Plan”), subject to reduction as specified in this Section 2 and the Prospectus. The Managing Dealer, in its sole discretion, may reallow to the Broker, from From its marketing support and due diligence expense reimbursement fee, up to an additional 0.5% the Managing Dealer may reallow all or a portion of the marketing support fee on completed sales of Shares by such BrokerShares, based on such factors including sales under the Automatic Purchase Plan, to any Broker that agrees to use its internal marketing support personnel to assist the Managing Dealer’s marketing team and their internal marketing communication tools to promote the Company as the number of Shares sold by the Broker, the assistance of the Broker more specifically set forth in marketing the Offering, and bona fide due diligence expenses incurred by the BrokerSection 2(g) herein. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, provided however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if to the extent the commission payable to any broker-broker dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker Managing Dealer shall not reallow any commissions to non-NASD FINRA members. The Company (and the Managing Dealer) may pay reduced commissions and/or marketing support fees or may eliminate commissions such compensation on certain sales of Shares, including the reduction or elimination of commissions compensation in accordance with the following paragraph paragraphs of this Section 2. Any such reduction or elimination of commissions compensation will not, however, change the net proceeds to the Company.
(b) Notwithstanding anything to the contrary contained in this Section 2, in the event that the Managing Dealer reallows any commission and/or fees to the Broker for the sale of one or more Shares and the subscription is rescinded or rejected as to one or more of the Shares covered by such subscription, the Managing Dealer shall decrease the next payment of commissions or other compensation otherwise payable to the Broker by the Managing Dealer under this Agreement by an amount equal to the applicable rate established in Section 2 of this Agreement, multiplied by the price of the Shares as to which the subscription is rescinded or rejected, as applicable. In the event that no payment of commissions or other compensation is due to the Broker after such withdrawal occurs, the Broker shall pay the amount specified in the preceding sentence to the Managing Dealer within ten (10) days following mailing of notice to the Broker by the Managing Dealer stating the amount owed as a result of rescinded or rejected subscriptions.
(c) After such time (if any) that monies are deliverable to the Company by the Transfer Agent pursuant to the Escrow Agreement, the Broker may withhold the selling commissions and marketing support fees to which it is entitled from the purchase price for the Shares in the Offering and forward the balance to the Company’s Transfer Agent if it represents to the Managing Dealer that: (i) the Broker is legally permitted to do so; and (ii) (A) the Broker meets all applicable net capital requirements under the rules of FINRA or other applicable rules regarding such an arrangement; (B) the Broker has forwarded the subscription agreement to the Company’s Transfer Agent and received the Company’s written acceptance of the subscription prior to forwarding the purchase price for the Shares, net of the commissions and marketing support fees to which the Broker is entitled, to the Company’s Transfer Agent; and (C) the Broker has verified that there are sufficient funds in the investor’s account with the Broker to cover the entire cost of the subscription.
(d) The following persons and entities may purchase Shares net of all or a portion the seven percent (7.0%) commissions and the three percent (3.0%) marketing support fee (assuming no other discounts apply):
(i) a registered principal or representative of the Managing Dealer or a Broker (and the immediate family members of any of the foregoing persons); (ii) employees, officers and directors of the Company or the advisor to the Company (the “Advisor”), or of the Affiliates of either of the foregoing entities (and the immediate family members of any of the foregoing persons), any Plan established exclusively for the benefit of such persons or entities, and, if approved by the Company, joint venture partners, consultants and other service providers; (iii) a client of an investment adviser registered under the Investment Advisers Act of 1940, as amended, or under applicable state securities laws (other than any registered investment advisor that is also registered as a broker dealer, with the exception of clients who have “wrap” accounts which have asset based fees with such dually registered investment advisor/ broker dealer); and (iv) a person investing in a bank trust account with respect to which the decision-making authority for investments made has been delegated to the bank trust department. For purposes of this paragraph, “immediate family members” means such person’s spouse, parents, children, grandparents, grandchildren and any such person who is so related by marriage such that this includes “step-” and “-in law” relations as well as such persons so related by adoption. The amount of proceeds to the Company will not be affected by reducing or eliminating commissions and marketing support fees payable in connection with sales to investors described in this paragraph. In addition, Brokers that have a contractual arrangement with their clients for the payment of fees on terms that are inconsistent with the acceptance of all or a portion of the commissions and the marketing support fee may elect not to accept all or a portion of their compensation in the form of commissions and the marketing support fees offered by the Company for Shares that they sell. In that event, such Shares shall be sold to the investor net of all or a portion of the selling commissions and the marketing support fee. Any reductions in commissions or the marketing support fee will reduce the compensation otherwise payable to the Broker.
(e) In connection with the purchase and subsequent purchase of certain minimum numbers of Shares, the amount of commissions otherwise payable may be reduced in accordance with certain discounts for volume purchases as set forth in the Prospectus. It is the Broker’s responsibility to determine which investors qualify for such volume purchase discounts. To the extent an investor qualifies for a volume discount on a particular purchase, such investor’s subsequent purchases, regardless of the Shares subscribed for in such purchases, will also qualify for: (i) that volume discount; or (ii) to the extent the subsequent purchase when aggregated with the prior purchases qualifies for a greater volume discount, such greater discounts. Any request to combine more than one subscription or to treat a subsequent purchase collectively for purposes of the volume discount must be made by the Broker in writing in a form satisfactory to the Managing Dealer and must set forth the basis of such request. Any such request will be subject to prior verification by the Broker that all of such subscriptions were made by a single “purchaser.” For purposes of determining the applicability of discounts, a single “purchaser” means: (i) an individual, his or her spouse, and their children under the age of 21, who purchase our Shares for their own accounts; (ii) a corporation, partnership, association, joint-stock company, trust fund, or any organized group of persons, whether incorporated or not; (iii) an employee’s trust, pension, profit-sharing, or other employee benefit plan qualified under Section 401 of the Code; and (iv) all pension, trust, or other funds maintained by a given bank. For purposes of volume discounts, all such Shares must be purchased through the same Broker. Any such discounts will reduce the amount of compensation otherwise payable to the Broker. Purchases through the Automatic Purchase Plan shall be eligible for volume discounts but for none of the other discounts that are described in the Prospectus.
(f) No commissions or marketing support fees will be paid to the Broker in connection with any Shares purchased in the Distribution Reinvestment Plan.
(g) Eligibility to receive the marketing support fee is conditioned upon the Broker’s compliance with one or more of the following conditions. Any determination regarding the Broker’s compliance with the listed conditions will be made by the Managing Dealer, in its sole discretion.
(i) The Broker has internal marketing support personnel (such as telemarketers, or a marketing director) to assist the Managing Dealer’s marketing team;
(ii) The Broker has and uses internal marketing communications vehicles, such as newsletters, conference calls, cassette tapes and internal mail to promote the Company and the Offering;
(iii) The Broker will answer investors’ inquiries concerning monthly statements, valuations, distribution rates, tax information, annual reports, reinvestment and redemption rights and procedures, automatic purchase plan procedures, the financial status of the Company and the real estate markets in which the Company has invested;
(iv) The Broker will assist investors with reinvestments, Automatic Purchase Plan purchases and redemptions;
(v) The Broker will maintain the technology necessary to adequately service the Company’s investors as otherwise associated with the Offering; and
(vi) The Broker will provide other services requested by investors from time to time.
Appears in 1 contract
Samples: Participating Broker Agreement (CNL Macquarie Global Income Trust, Inc.)
Compensation of Broker. The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal of up to 7.06.0% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing Dealer, in its sole discretion, Dealer may reallow to the Broker, from its marketing support and due diligence expense reimbursement fee, reimbursements estimated to be up to an additional 0.50.01% on sales of Shares by such Broker, based on such factors Broker as the number of Shares sold by the Broker, the assistance of the Broker in marketing the Offering, and reimbursement for bona fide due diligence expenses incurred by the Broker, following such Broker’s submission of invoices supporting such expenses. From its marketing support fee, the Managing Dealer may reallow to any Broker with whom it enters into the addendum to Exhibit A to this Agreement relating to the marketing support fee, up to 2.5% on sales of Shares by such Broker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if the commission commissions or other compensation payable to any broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions or fees to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions and fees or may eliminate commissions and fees on certain sales of Shares, including the reduction or elimination of commissions and fees in accordance with with, and on the following paragraph terms set forth in, the Prospectus and the Paragraphs of this Section 2. Any The following persons and entities may purchase Shares net of 6.5% commissions and the 2.5% marketing support fee, at a per Share purchase price of $9.10 (assuming no other discounts apply): (i) a registered principal or representative of the Managing Dealer or a Broker; (ii) employees, officers and directors of the Company or the Advisor, or of the Affiliates of either of the foregoing entities (and the immediate family members of any of the foregoing persons, provided that “immediate family members” means such reduction person’s spouse, parents, children, grandparents, grandchildren and any such person who is so related by marriage such that this includes “step-” and “-in law” relations as well as such persons so related by adoption), and any Plan (as defined in the Prospectus) established exclusively for the benefit of such persons or elimination entities; (iii) a client of commissions will notan investment adviser registered under the Investment Advisers Act of 1940, howeveras amended, change or under applicable state securities laws; and (iv) a person investing in a bank trust account with respect to which the net decision-making authority for investments made has been delegated to the bank trust department. The amount of proceeds to the Company will not be affected by eliminating commissions and marketing support fees payable in connection with sales to investors purchasing through such registered investment advisers or bank trust department. In addition, Brokers that have a contractual arrangement with their clients for the payment of fees on terms that are inconsistent with the acceptance of all or a portion of the commissions and the marketing support fee may elect not to accept all or a portion of their compensation in the form of commissions and the marketing support fees offered by the Company for Shares that they sell. In that event, such Shares shall be sold to the investor net of 6.5% commissions and the marketing support fee, at a per share purchase price of $9.10. In addition, in connection with the purchase and subsequent purchase of certain minimum numbers of Shares, the amount of commissions otherwise payable may be reduced in accordance with the volume discounts schedule set forth in the Prospectus. To the extent a Broker is entitled to all or a portion of the 2.5% marketing support fee, the Broker may elect to defer over time its receipt of the marketing support fee to which it is entitled. In such event, the marketing support fee to be reallowed will be paid to the Broker over a period of up to ten years (which period will be agreed upon by the Managing Dealer and Broker) until the marketing support fee payable to the Broker has been paid in full. Further, if the listing of shares of the Company’s common stock for trading on a national securities exchange or the inclusion of shares of the Company’s common stock for quotation on the National Market System of the Nasdaq Stock Market occurs, any remaining deferred portion of the marketing support fee payable to the Broker will become immediately due and payable. The Managing Dealer shall not pay the Broker commissions and fees on Shares purchased pursuant to the Company’s Reinvestment Plan.
Appears in 1 contract
Samples: Participating Broker Agreement (CNL Hospitality Properties II, Inc.)
Compensation of Broker. The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal of up to 7.06.0% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus, and provided the Broker has not previously received the commission pursuant to paragraph 1(f) of this Agreement. Brokers that sell more than $50 million in gross proceeds in any fiscal year may be reallowed selling commissions of up to 6.2%, rather than 6.0%, with respect to the Shares they sell. The Managing Dealer, in its sole discretion, Dealer may reallow to the Broker, from its marketing support and due diligence expense reimbursement fee, reimbursements estimated to be up to an additional 0.50.01% on sales of Shares by such Broker, based on such factors Broker as the number of Shares sold by the Broker, the assistance of the Broker in marketing the Offering, and bona fide reimbursement for bonafide due diligence expenses incurred by the Broker, following such Broker's submission of invoices supporting such expenses. From its marketing support fee, the Managing Dealer may reallow to any Broker with whom it enters into Addendum A to this Agreement relating to the marketing support fee of up to 2.0% on sales of Shares by such Broker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such Provided such compensation shall has not previously been received by the Broker pursuant to paragraph 1(f) of this Agreement, such compensation will be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if the commission commissions or other compensation payable to any broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions or fees to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions and fees or may eliminate commissions and fees on certain sales of Shares, including the reduction or elimination of commissions and fees in accordance with with, and on the following paragraph terms set forth in, the Prospectus and the Paragraphs of this Section 2.
(i) a registered principal or representative of the Managing Dealer or a Broker; (ii) employees, officers and directors of the Company or the Advisor, or of the Affiliates of either of the foregoing entities (and the immediate family members of any of the foregoing persons, provided that "immediate family members" means such person's spouse, parents, children, grandparents, grandchildren and any such person who is so related by marriage such that this includes "step-" and "-in law" relations as well as such persons so related by adoption), and any Plan (as defined in the Prospectus) established exclusively for the benefit of such persons or entities; (iii) a client of an investment adviser registered under the Investment Advisers Act of 1940, as amended, or under applicable state securities laws; and (iv) a person investing in a bank trust account with respect to which the decision-making authority for investments made has been delegated to the bank trust department. Any As all sales must be made through a registered broker-dealer, the investment adviser must arrange the placement of the transaction through a broker-dealer that will waive compensation or may contact the Managing Dealer for such reduction or elimination assistance. The amount of commissions will not, however, change the net proceeds to the CompanyCompany will not be affected by eliminating commissions and marketing support fees payable in connection with sales to investors purchasing through such registered investment advisers, broker/dealers or bank trust departments. In addition, Brokers that have a contractual arrangement with their clients for the payment of fees on terms that are inconsistent with the acceptance of all or a portion of the commissions and the marketing support fee may elect not to accept all or a portion of their compensation in the form of commissions and the marketing support fees offered by the Company for Shares that they sell. In that event, such Shares shall be sold to the investor net of 6.5% commissions and the marketing support fee, at a per share purchase price of $9.
Appears in 1 contract
Samples: Participating Broker Agreement (CNL Retirement Properties Inc)
Compensation of Broker. The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal to 7.0% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing Dealer, in its sole discretion, may reallow to the Broker, from its marketing support and due diligence expense reimbursement fee, up to an additional 0.5% on sales of Shares by such Broker, based on such factors as the number of Shares sold by the Broker, the assistance of the Broker in marketing the Offering, and bona fide due diligence expenses incurred by the Broker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until such time as subscriptions for a minimum of 250,000 Shares ($2,500,000), excluding subscriptions from Pennsylvania investors, have been received and approved by the Company, and deposited into the escrow account provided for in Paragraph 1(e) hereof; (iii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iiiiv) if the commission payable to any broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions or may eliminate commissions on certain sales of Shares, including the reduction or elimination of commissions in accordance with the following paragraph of this Section 2. Any such reduction or elimination of commissions will not, however, change the net proceeds to the Company. The Company also shall issue to the Managing Dealer a warrant (the "Soliciting Dealer Warrants") for every 25 Shares sold through the Offering, up to a maximum of 600,000 Soliciting Dealer Warrants to purchase an equivalent number of shares of common stock of the Company. The Soliciting Dealer Warrants will be issued quarterly commencing 60 days after the date on which the Shares are first sold pursuant to the Offering. All or any part of such Soliciting Dealer Warrants may be reallowed to certain Brokers with prior written approval from, and in the sole discretion of, the Managing Dealer unless prohibited by federal or state securities laws. Each Soliciting Dealer Warrant will entitle the holder to purchase one share of common stock from the Company for $12.00 during the ten-year period commencing with the date the Offering begins (the "Exercise Period"); provided however, that Soliciting Dealer Warrants will not be exercisable until one year from the date of issuance. Holders of Soliciting Dealer Warrants may not exercise the Soliciting Dealer Warrants to the extent such exercise would jeopardize the Company's status as a REIT. No Soliciting Dealer Warrants will be issued relating to the Shares sold through the Company's Reinvestment Plan.
Appears in 1 contract
Samples: Participating Broker Agreement (CNL Health Care Properties Inc)
Compensation of Broker. The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal to 7.0% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing Dealer, in its sole discretion, may reallow to the Broker, from its marketing support and due diligence expense reimbursement fee, up to an additional 0.5% on sales of Shares by such Broker, based on such factors as the number of Shares sold by the Broker, the assistance of the Broker in marketing the Offering, and bona fide BONA FIDE due diligence expenses incurred by the Broker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until such time as subscriptions for a minimum of 150,000 Shares ($1,500,000), excluding subscriptions from Iowa, Minnesota New York and Pennsylvania investors, have been received and approved by the Company, and deposited into the escrow account provided for in Paragraph 1(e) hereof; (iii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if the commission payable to any broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions or may eliminate commissions on certain sales of Shares, including the reduction or elimination of commissions in accordance with the following paragraph of this Section 2. Any such reduction or elimination of commissions will not, however, change the net proceeds to the Company.commissions
Appears in 1 contract
Samples: Participating Broker Agreement (CNL American Realty Fund Inc)
Compensation of Broker. The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal to 7.0% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing Dealer, in its sole discretion, may reallow to the Broker, from its marketing support and due diligence expense reimbursement feereimbursements, up to an additional 0.125% on sales of Shares by such Broker as reimbursement for bona fide due diligence expenses incurred by the Broker. The Managing Dealer, in its sole discretion, may reallow to the Broker, from its marketing support fee, up to 0.5% on sales of Shares by such Broker, Broker based on such factors as the number of Shares sold by the Broker, the assistance of the Broker in marketing the Offering, and bona fide due diligence expenses incurred by the Broker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if the commission payable to any broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions or may eliminate commissions on certain sales of Shares, including the reduction or elimination of commissions in accordance with the following paragraph of this Section 2. Any such reduction or elimination of commissions will not, however, change the net proceeds to the Company.
Appears in 1 contract
Samples: Participating Broker Agreement (CNL Hospitality Properties Inc)
Compensation of Broker. The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal of up to 7.06.0% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing Dealer, in its sole discretion, Dealer may reallow to the Broker, from its marketing support and due diligence expense reimbursement feereimbursements, up to an additional 0.50.1% on sales of Shares by such Broker, based on such factors Broker as the number of Shares sold by the Broker, the assistance of the Broker in marketing the Offering, and reimbursement for bona fide due diligence expenses incurred by the Broker, following such Broker's submission of invoices supporting such expenses. From its marketing support fee, the Managing Dealer may reallow to any Broker with whom it enters into a separate agreement relating to the marketing support fee up to 1.5% on sales of Shares by such Broker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if the commission commissions or other compensation payable to any broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions or fees to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions and fees or may eliminate commissions and fees on certain sales of Shares, including the reduction or elimination of commissions and fees in accordance with with, and on the following paragraph terms set forth in, the Prospectus and the Paragraphs of this Section 2.
(i) a registered principal or representative of the Managing Dealer or a Broker; (ii) employees, officers and directors of the Company or the Advisor, or of the Affiliates of either of the foregoing entities (and the immediate family members of any of the foregoing persons, provided that "immediate family members" means such person's spouse, parents, children, grandparents, grandchildren and any such person who is so related by marriage such that this includes "step-" and "-in law" relations as well as such persons so related by adoption), and any Plan (as defined in the Prospectus) established exclusively for the benefit of such persons or entities; (iii) a client of an investment adviser registered under the Investment Advisers Act of 1940, as amended, or under applicable state securities laws; and (iv) a person investing in a bank trust account with respect to which the decision-making authority for investments made has been delegated to the bank trust department. Any As all sales must be made through a registered broker-dealer, the investment adviser must arrange the placement of the transaction through a broker-dealer that will waive compensation or may contact the Managing Dealer for such reduction or elimination assistance. The amount of commissions will not, however, change the net proceeds to the CompanyCompany will not be affected by eliminating commissions and marketing support fees payable in connection with sales to investors purchasing through such registered investment advisers or bank trust departments. In addition, Brokers that have a contractual arrangement with their clients for the payment of fees on terms that are inconsistent with the acceptance of all or a portion of the commissions and the marketing support fee may elect not to accept all or a portion of their compensation in the form of commissions and the marketing support fees offered by the Company for Shares that they sell. In that event, such Shares shall be sold to the investor net of 6.5% commissions and the marketing support fee, at a per share purchase price of $9.
Appears in 1 contract
Samples: Participating Broker Agreement (CNL Hospitality Properties Inc)
Compensation of Broker. The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, hereunder a commission equal up to 7.06.5% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing Dealer, in its sole discretion, may reallow to the Broker, from From its marketing support fee, the Managing Dealer will allow to any Broker which agrees to use their internal marketing support personnel to assist the Managing Dealer’s marketing team and due diligence expense reimbursement feetheir internal marketing communication tools to promote the Company as set forth below, up to an additional 0.52.5% on sales of Shares by such Broker, based on such factors as the number of Shares sold by the Broker, the assistance of the Broker in marketing the Offering, and bona fide due diligence expenses incurred by the Broker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, provided however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if the commission payable to any broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions or may eliminate commissions on certain sales of Shares, including the reduction or elimination of commissions in accordance with the following paragraph of this Section 2. Any such reduction or elimination of commissions will not, however, change the net proceeds to the Company.
(i) A registered principal or representative of the Managing Dealer or a Broker (and the immediate family members of any of the foregoing persons); (ii) employees, officers and directors of the Company or the Advisor, or of the Affiliates of either of the foregoing entities (and the immediate family members of any of the foregoing persons), and any Plan (as defined in the Prospectus) established exclusively for the benefit of such persons or entities; (iii) a client of an investment adviser registered under the Investment Advisers Act of 1940, as amended, or under applicable state securities laws; and (iv) a person investing in a bank trust account with respect to which the decision-making authority for investments made has been delegated to the bank trust department. For purposes of this paragraph, “immediate family members” means such person’s spouse, parents, children, grandparents, grandchildren and any such person who is so related by marriage such that this includes “step-” and “-in law” relations as well as such persons so related by adoption. The amount of proceeds to the Company will not be affected by eliminating commissions and marketing support fees payable in connection with sales to investors described in this paragraph. In addition, Brokers that have a contractual arrangement with their clients for the payment of fees on terms that are inconsistent with the acceptance of all or a portion of the commissions and the marketing support fee may elect not to accept all or a portion of their compensation in the form of commissions and the marketing support fees offered by the Company for Shares that they sell. In that event, such Shares shall be sold to the investor net of 7.0% commissions and the 3.0% marketing support fee at a per share purchase price of $9.00. In addition, in connection with the purchase and subsequent purchase of certain minimum numbers of Shares, the amount of commissions otherwise payable may be reduced in accordance with the volume discounts schedule set forth in the Prospectus. Eligibility to receive the marketing support fee is conditioned upon the Broker’s compliance with one or more of the following conditions. Any determination regarding the broker’s compliance with the listed conditions will be made by the Managing Dealer, in its sole discretion.
(a) The Broker has internal marketing support personnel (telemarketers, marketing director, etc.) who assist the Managing Dealer’s marketing team;
(b) The Broker has and uses internal marketing communications vehicle(s) to promote the Company. Vehicles may include, but are not restricted to, newsletters, conference calls, cassette tapes, internal mail, etc.;
(c) The Broker will respond to investors’ inquiries concerning monthly statements, valuations, distribution rates, tax information, annual reports, reinvestment and redemption rights and procedures, the financial status of the Company and the real estate markets in which the Company has invested;
(d) The Broker will assist investors with reinvestments and redemptions; and/or
(e) The Broker will provide other services requested by investors from time to time and will maintain the technology necessary to adequately service investors. By initialing here, Broker agrees to the terms of eligibility for the marketing support fee set forth above. Should the Broker choose to opt out of this provision, it will not be eligible to receive the marketing support fee and no initial is necessary. (Initials)
Appears in 1 contract
Samples: Participating Broker Agreement (CNL Income Properties Inc)
Compensation of Broker. (a) The Managing Dealer shall pay reallow to the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal of up to seven percent (7.0% %) on completed sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The In addition, the Managing Dealer, in its sole discretion, Dealer may reallow to the Broker, from its a marketing support and due diligence expense reimbursement fee, fee of up to an additional 0.5% three percent (3.0%) on completed sales of Shares by such Broker, based on such factors to any Broker that agrees to use its internal marketing support personnel to assist the Managing Dealer’s marketing team and their internal marketing communication tools to promote the Company as the number of Shares sold by the Broker, the assistance of the Broker more specifically set forth in marketing the Offering, and bona fide due diligence expenses incurred by the BrokerSection 2(f) herein. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreementSubscription Agreement; provided, provided however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if to the extent the commission payable to any broker-broker dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions and/or marketing support fees or may eliminate commissions such compensation on certain sales of Shares, including the reduction or elimination of commissions compensation in accordance with the following paragraph paragraphs of this Section 2. Any such reduction or elimination of commissions compensation will not, however, change the net proceeds to the Company.
(b) Notwithstanding anything to the contrary contained in this Section 2, in the event that the Managing Dealer reallows any commission and/or fees to the Broker for the sale of one or more Shares and the subscription is rescinded or rejected as to one or more of the Shares covered by such subscription, the Managing Dealer shall decrease the next payment of commissions or other compensation otherwise payable to the Broker by the Managing Dealer under this Agreement by an amount equal to the applicable rate established in Section 2 of this Agreement, multiplied by the price of the Shares as to which the subscription is rescinded or rejected, as applicable. In the event that no payment of commissions or other compensation is due to the Broker after such withdrawal occurs, the Broker shall pay the amount specified in the preceding sentence to the Managing Dealer within ten (10) days following mailing of notice to the Broker by the Managing Dealer stating the amount owed as a result of rescinded or rejected subscriptions.
(c) The following persons and entities may purchase Shares net of all or a portion of the seven percent (7.0%) commissions and the three percent (3.0%) marketing support fee (assuming no other discounts apply): (i) the Company’s executive officers and directors and their immediate family members, (ii) officers and employees of the investment adviser and investment sub-adviser to the Company (collectively, the “Advisor”), and its members and their affiliates and their immediate family members (including spouses, parents, grandparents, children and siblings); (iii) other individuals designated by the Company’s management; (iv) if approved by the Company’s board of directors, joint venture partners, consultants and other service providers. (v) a client of an investment adviser registered under the Investment Advisers Act of 1940, as amended, or under applicable state securities laws (other than any registered investment adviser that is also registered as a broker dealer, with the exception of clients who have “wrap” accounts which have asset based fees with such dually registered investment adviser/ broker dealer); and (vi) a person investing in a bank trust account with respect to which the decision-making authority for investments made has been delegated to the bank trust department. The amount of proceeds to the Company will not be affected by reducing or eliminating commissions and marketing support fees payable in connection with sales to investors described in this paragraph.
(d) In accordance with the volume discounts schedule set forth in the “Plan of Distribution” section of the Prospectus, the amount of selling commissions otherwise payable may be reduced or eliminated with respect to sales to a subscriber or group of subscribers based upon the aggregate of Shares purchased by such subscriber or group through the Broker. It is the Broker’s responsibility to determine which investors qualify for such volume purchase discounts. To the extent an investor qualifies for a volume discount on a particular purchase, such investor’s subsequent purchases, regardless of the Shares subscribed for in such purchases, will also qualify for: (i) that volume discount; or (ii) to the extent the subsequent purchase when aggregated with the prior purchases qualifies for a greater volume discount, such greater discounts, provided that such election is provided for on the Subscription Agreement. Any request to combine more than one subscription or to treat a subsequent purchase collectively for purposes of the volume discount must be made by the Broker in writing in a form satisfactory to the Managing Dealer and must set forth the basis of such request. Any such request will be subject to prior verification by the Broker that all of such subscriptions were made by a single “purchaser.” For purposes of determining the applicability of discounts, a single “purchaser” means: (i) an individual, his or her spouse, and their children under the age of 21, who purchase our Shares for their own accounts and all pension or trust funds established by each such individual; (ii) a corporation, partnership, association, joint-stock company, trust fund, or any organized group of persons, whether incorporated or not; (iii) an employee’s trust, pension, profit-sharing, or other employee benefit plan qualified under Section 401 of the Code; and (iv) all pension, trust, or other funds maintained by a given bank. For purposes of volume discounts, all such Shares must be purchased through the same Broker. Any such discounts will reduce the amount of compensation otherwise payable to the Broker.
(e) No commissions or marketing support fees will be paid to the Broker in connection with any Shares purchased through the Distribution Reinvestment Plan.
(f) Eligibility to receive the marketing support fee is conditioned upon the Broker’s compliance with one or more of the following conditions. Any determination regarding the Broker’s compliance with the listed conditions will be made by the Managing Dealer, in its sole discretion.
(i) The Broker has internal marketing support personnel (such as telemarketers, or a marketing director) to assist the Managing Dealer’s marketing team;
(ii) The Broker has and uses internal marketing communications vehicles, such as newsletters, conference calls, discs and internal mail to promote the Company and the Offering;
(iii) The Broker will answer investors’ inquiries concerning monthly statements, valuations, distribution rates, tax information, annual reports, reinvestment rights and procedures, and the financial status of the Company;
(iv) The Broker will assist investors with reinvestments;
(v) The Broker will maintain the technology necessary to adequately service the Company’s investors as otherwise associated with the Offering; and
(vi) The Broker will provide other services requested by investors from time to time.
Appears in 1 contract
Samples: Participating Broker Agreement (Corporate Capital Trust, Inc.)
Compensation of Broker. The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal of up to 7.06.0% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing Dealer, in its sole discretion, Dealer may reallow to the Broker, from its marketing support and due diligence expense reimbursement feereimbursements, up to an additional 0.50.1% on sales of Shares by such Broker, based on such factors Broker as the number of Shares sold by the Broker, the assistance of the Broker in marketing the Offering, and reimbursement for bona fide due diligence expenses incurred by the Broker, following such Broker's submission of invoices supporting such expenses. From its marketing support fee, the Managing Dealer will reallow to any Broker with whom it enters into a separate agreement relating to the marketing support fee up to 1.5% on sales of Shares by such Broker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if the commission commissions or other compensation payable to any broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions or fees to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions and fees or may eliminate commissions and fees on certain sales of Shares, including the reduction or elimination of commissions and fees in accordance with the following paragraph of this Section 2. Any such reduction or elimination of commissions and fees will not, however, change the net proceeds to the Company.
Appears in 1 contract
Samples: Participating Broker Agreement (CNL Hospitality Properties Inc)
Compensation of Broker. The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal to 7.0% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing Dealer, in its sole discretion, may reallow to the Broker, from its marketing support and due diligence expense reimbursement fee, up to an additional 0.5% on sales of Shares by such Broker, based on such factors as the number of Shares sold by the Broker, the assistance of the Broker in marketing the Offering, and bona fide due diligence expenses incurred by the Broker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if the commission payable to any broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions or may eliminate commissions on certain sales of Shares, including the reduction or elimination of commissions in accordance with the following paragraph of this Section 2. Any such reduction or elimination of commissions will not, however, change the net proceeds to the Company. The Company also shall issue to the Managing Dealer a warrant (the "Soliciting Dealer Warrants") for every 25 Shares sold through the Offering, up to a maximum of 1,000,000 Soliciting Dealer Warrants, to purchase an equivalent number of shares of common stock of the Company. The Soliciting Dealer Warrants will be issued quarterly commencing 60 days after the date on which the Shares are first sold pursuant to the Offering. All or any part of such Soliciting Dealer Warrants may be reallowed to certain Brokers with prior written approval from, and in the sole discretion of, the Managing Dealer unless prohibited by federal or state securities laws. The Company will not issue Soliciting Dealer Warrants to the Managing Dealer, and the Managing Dealer will not transfer Soliciting Dealer Warrants, in connection wit the sale of Shares to residents of Minnesota or Texas. Each Soliciting Dealer Warrant will entitle the holder to purchase one share of common stock from the Company for $12.00 during the five-year period commencing with the date the Offering begins (the "Exercise Period"); provided however, that Soliciting Dealer Warrants will not be exercisable until one year from the date of issuance. Holders of Soliciting Dealer Warrants may not exercise the Soliciting Dealer Warrants to the extent such exercise would jeopardize the Company's status as a REIT. No Soliciting Dealer Warrants will be issued relating to the Shares sold through the Company's Reinvestment Plan.
Appears in 1 contract
Samples: Participating Broker Agreement (CNL Hospitality Properties Inc)
Compensation of Broker. The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal to 7.0% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing Dealer, in its sole discretion, may reallow to the Broker, from its marketing support and due diligence expense reimbursement feereimbursements, up to an additional 0.125% on sales of Shares by such Broker as reimbursement for bona fide due diligence expenses incurred by the Broker. The Managing Dealer may reallow to the Broker, from its marketing support fee, 0.5% on sales of Shares by such Broker, based on such factors as the number of Shares sold by the Broker, the assistance of the Broker in marketing the Offering. To be eligible to receive this fee, the Broker must agree to provide internal marketing support personnel to assist in the marketing of the offering and bona fide due diligence expenses incurred by agree to promote the BrokerCompany in internal marketing publications. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if the commission payable to any broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions or may eliminate commissions on certain sales of Shares, including the reduction or elimination of commissions in accordance with the following paragraph of this Section 2. Any such reduction or elimination of commissions will not, however, change the net proceeds to the Company.
Appears in 1 contract
Samples: Participating Broker Agreement (CNL Retirement Properties Inc)
Compensation of Broker. The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal to 7.0% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing Dealer, in its sole discretion, may reallow to the Broker, from its marketing support and due diligence expense reimbursement feereimbursements, up to an additional 0.125% on sales of Shares by such Broker as reimbursement for bona fide due diligence expenses incurred by the Broker. The Managing Dealer, may reallow to the Broker, from its marketing support fee, 0.5% on sales of Shares by such Broker, based on such factors as the number of Shares sold by the Broker, the assistance of the Broker in marketing the Offering, and bona fide due diligence expenses incurred by the Broker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if the commission payable to any broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions or may eliminate commissions on certain sales of Shares, including the reduction or elimination of commissions in accordance with the following paragraph of this Section 2. Any such reduction or elimination of commissions will not, however, change the net proceeds to the Company.
Appears in 1 contract
Samples: Participating Broker Agreement (CNL Hospitality Properties Inc)
Compensation of Broker. The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal of up to 7.06.5% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing Dealer, in its sole discretion, Dealer may reallow to the Broker, from its marketing support and due diligence expense reimbursement feereimbursements, up to an additional 0.50.1% on sales of Shares by such Broker, based on such factors Broker as the number of Shares sold by the Broker, the assistance of the Broker in marketing the Offering, and reimbursement for bona fide due diligence expenses incurred by the Broker, following such Broker's submission of invoices supporting such expenses. From its marketing support fee, the Managing Dealer may reallow to any Broker with whom it enters into a separate agreement relating to the marketing support fee up to 1.5% on sales of Shares by such Broker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if the commission commissions or other compensation payable to any broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions or fees to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions and fees or may eliminate commissions and fees on certain sales of Shares, including the reduction or elimination of commissions and fees in accordance with the following paragraph of this Section 2. Any such reduction or elimination of commissions and fees will not, however, change the net proceeds to the Company.. The following persons and entities may purchase Shares net of 6.5% commissions and the marketing support fee of 1.5%, at a per Share purchase price of $9.20: (i) a registered principal or representative of the Managing Dealer or a Broker, (ii) employees, officers and directors of the Company or the Advisor, or of the Affiliates of either of the foregoing entities and the immediate family members of any of the foregoing persons, provided that "immediate family members" means such person's spouse, parents, children, grandparents, grandchildren and any such person who is so related by marriage such that this includes "step-" and "-in law" relations as well as such persons so related by adoption, and any Plan (as defined in the Prospectus) established exclusively for the benefit of such persons or entities, and (iii) a client of an investment adviser registered under the Investment Advisers Act of 1940, as amended, or under an applicable state securities law; and (iv) persons investing in a bank trust account with respect to which the decision-making authority for investments made has been delegated to the bank trust department. The amount of proceeds to the Company will not be affected by eliminating commissions and marketing support fees payable in connection with sales to investors purchasing through such registered investment advisers or bank trust department. In addition, Brokers that have a contractual arrangement with their clients for the payment of fees on terms that are inconsistent with the acceptance of commissions and marketing support fees may elect not to accept commissions and the marketing support fees offered by the Company
Appears in 1 contract
Samples: Participating Broker Agreement (CNL Income Properties Inc)
Compensation of Broker. The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal to 7.0% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing Dealer, in its sole discretion, may reallow to the Broker, from its marketing support and due diligence expense reimbursement fee, up to an additional 0.5% on sales of Shares by such Broker, based on such factors as the number of Shares sold by the Broker, the assistance of the Broker in marketing the Offering, and bona fide due diligence expenses incurred by the Broker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until such time as subscriptions for a minimum of 250,000 Shares ($2,500,000), excluding subscriptions from Pennsylvania investors, have been received and approved by the Company, and deposited into the escrow account provided for in Paragraph 1(e) hereof; (iii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iiiiv) if the commission payable to any broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions or may eliminate commissions on certain sales of Shares, including the reduction or elimination of commissions in accordance with the following paragraph of this Section 2. Any such reduction or elimination of commissions will not, however, change the net proceeds to the Company. The Company also shall issue to the Managing Dealer a warrant (the "Soliciting Dealer Warrants") for every 25 Shares sold through the Offering, up to a maximum of 600,000 Soliciting Dealer Warrants to purchase an equivalent number of shares of common stock of the Company. The Soliciting Dealer Warrants will be issued quarterly commencing 60 days after the date on which the Shares are first sold pursuant to the Offering. All or any part of such Soliciting Dealer Warrants may be reallowed to certain Brokers with prior written approval from, and in the sole discretion of, the Managing Dealer unless prohibited by federal or state securities laws. Each Soliciting Dealer Warrant will entitle the holder to purchase one share of common stock from the Company for $12.00 during the five-year period commencing with the date the Offering begins (the "Exercise Period"); provided however, that Soliciting Dealer Warrants will not be exercisable until one year from the date of issuance. Holders of Soliciting Dealer Warrants may not exercise the Soliciting Dealer Warrants to the extent such exercise would jeopardize the Company's status as a REIT. No Soliciting Dealer Warrants will be issued relating to the Shares sold through the Company's Reinvestment Plan.
Appears in 1 contract
Samples: Participating Broker Agreement (CNL Health Care Properties Inc)
Compensation of Broker. The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal to 7.0% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing Dealer, in its sole discretion, may reallow to the Broker, from its marketing support and due diligence expense reimbursements, an additional 0.125% on sales of Shares by such Broker as reimbursement for bona fide due diligence expenses incurred by the Broker. From its marketing support fee, up the Managing Dealer will reallow to an additional any Broker with whom it enters into a separate Marketing Support Fee Agreement, pursuant to which the Broker agrees to use their internal marketing support personnel to assist the Managing Dealer's marketing team and their internal marketing communication tools to promote the Company, 0.5% on sales of Shares by such Broker, based on such factors as the number of Shares sold by the Broker, the assistance of the Broker in marketing the Offering, and bona fide due diligence expenses incurred by the Broker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if the commission payable to any broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions or may eliminate commissions on certain sales of Shares, including the reduction or elimination of commissions in accordance with the following paragraph of this Section 2. Any such reduction or elimination of commissions will not, however, change the net proceeds to the Company.
Appears in 1 contract
Samples: Participating Broker Agreement (CNL Hospitality Properties Inc)
Compensation of Broker. The (a) Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended and supplemented from time to time, the Managing Dealer shall pay reallow to the Broker, as compensation for all services to be rendered by the Broker hereunder, a an upfront selling commission equal of up to 7.0% the corresponding Class percentage on gross proceeds of completed sales of Shares by such Broker, the Broker as set forth in Exhibit A heretoon Schedule I, subject to reduction as specified in this Section 2 and the Prospectus. The In addition, the Managing Dealer, in its sole discretion, Dealer may reallow all or a portion of the dealer manager fee received by it as an upfront marketing support fee of up to the Broker, from its marketing support and due diligence expense reimbursement fee, up to an additional 0.5% corresponding Class percentage on gross proceeds of completed sales of Shares by such Broker, based on such factors as the number of Shares sold by the Broker, the assistance of the Broker as set forth on Schedule I to any Broker that has executed the addendum to this Agreement, attached as Schedule I, pursuant to which the Broker agrees to use its internal marketing support personnel to assist the Managing Dealer’s marketing team and their internal marketing communication tools to promote the Company as more specifically set forth in marketing Schedule I and subject to applicable reductions as specified in this Section 2 and the Offering, and bona fide due diligence expenses incurred by the BrokerProspectus. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreementSubscription Agreement; provided, provided however, that compensation marketing support fees or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation dealer manager fees or commissions received from the Company for the sale of its Shares; (ii) until any and all compensation dealer manager fees or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if until the Minimum Proceeds (as defined in the Escrow Agreement) have been raised; and (iv) to the extent the commission or fees payable to any broker-broker dealer or salesman exceeds the amount allowed by any regulatory agency. Broker acknowledges that, if the Company pays commissions, dealer manager fees, distribution and shareholder servicing fees or contingent deferred sales charges to the Managing Dealer, the Company is relieved of any obligation for commissions or the reallowance of such fees or charges, as applicable, to the Broker. The Company may rely on and use the preceding acknowledgement as a defense against any claim by the Broker shall not reallow for commissions or any commissions such fees or charges the Company pays to non-NASD membersthe Managing Dealer but that the Managing Dealer fails to remit to the Broker. The Company (and the Managing Dealer) may pay reduced commissions and/or marketing support fees or may eliminate commissions such compensation on certain sales of Shares, including the reduction or elimination of commissions compensation in accordance with the following paragraph paragraphs of this Section 2. Any such reduction or elimination of commissions compensation will not, however, change the net proceeds to the Company;
(b) Notwithstanding anything to the contrary contained in this Section 2, in the event that the Managing Dealer reallows any commission and/or fees to the Broker for the sale of one or more Shares and the subscription is rescinded or rejected as to one or more of the Shares covered by such subscription, the Managing Dealer shall decrease the next payment of commissions or other compensation otherwise payable to the Broker by the Managing Dealer under this Agreement by an amount equal to the applicable rate established in Section 2 of this Agreement, multiplied by the price of the Shares as to which the subscription is rescinded or rejected, as applicable. In the event that no payment of commissions or other compensation is due to the Broker after such withdrawal occurs, the Broker shall pay the amount specified in the preceding sentence to the Managing Dealer within ten (10) days following mailing of notice to the Broker by the Managing Dealer stating the amount owed as a result of rescinded or rejected subscriptions.
(c) Subject to availability of such discounts in the Prospectus for a particular Class, the following persons and entities may purchase Shares net of the up-front selling commissions and the up-front dealer manager fee (assuming no other discounts apply): (i) the investment adviser and investment sub-adviser to the Company (collectively, the “Advisor”) or an affiliate of the Advisor, the Company’s officers and trustees and their immediate family members, (ii) the officers and associated persons of the Advisor and their affiliates and their immediate family members (including spouses, parents, grandparents, children and siblings); (iii) a registered principal or representative of the Managing Dealer or a participating broker and their immediate family members; (iv) other individuals designated by the Company’s executive management; (v) if approved by the Company’s board of trustees, joint venture partners, consultants and other service providers ; (vi) a client of an investment adviser registered under the Investment Advisers Act of 1940, as amended, or under applicable state securities laws (other than any registered investment adviser that is also registered as a broker dealer, with the exception of clients who have “wrap” accounts which have asset based fees with such dually registered investment adviser/ broker dealer); and (vi) a person investing in a bank trust account with respect to which the decision-making authority for investments made has been delegated to the bank trust department. The amount of proceeds to the Company will not be affected by reducing or eliminating commissions and marketing support fees payable in connection with sales to investors described in this paragraph.
(d) Subject to availability of a volume discounts schedule set forth in the “Plan of Distribution” section of the Prospectus for a particular Class, the amount of selling commissions otherwise payable may be reduced or eliminated with respect to sales to a subscriber or group of subscribers based upon the aggregate of Shares purchased by such subscriber or group through the Broker. It is the Broker’s responsibility to determine which investors qualify for such volume purchase discounts. To the extent an investor qualifies for a volume discount on a particular purchase, such investor’s subsequent purchases, regardless of the Shares subscribed for in such purchases, will also qualify for: (i) that volume discount; or (ii) to the extent the subsequent purchase when aggregated with the prior purchases qualifies for a greater volume discount, such greater discounts, provided that such election is provided for on the Subscription Agreement. Any request to combine more than one subscription or to treat a subsequent purchase collectively for purposes of the volume discount must be made by the Broker in writing in a form satisfactory to the Managing Dealer and must set forth the basis of such request. Any such request will be subject to prior verification by the Broker that all of such subscriptions were made by a single “purchaser.” For purposes of determining the applicability of discounts, a single “purchaser” shall have the same meaning as in the Prospectus.
(e) If the Broker has executed the addendum to this Agreement attached as Schedule I, the Managing Dealer shall reallow to the Broker, as compensation for the sale of Shares in the Offering and for all ongoing services to be rendered, the ongoing distribution and shareholder servicing fee received by the Managing Dealer as described in the Managing Dealer Agreement and the Prospectus at an annualized rate of up to the corresponding Share Class fee percentage listed on Schedule I per Share of such Class sold by the Broker, excluding Shares in such Class issued pursuant to the distribution reinvestment plan (the “Distribution Fee”) to the extent that Schedule I provides for such a reallowance.
(f) Subject to the Share Class terms and conditions set forth in the Prospectus, if the Broker has executed the addendum to this Agreement attached as Schedule I, the Managing Dealer shall reallow to the Broker the contingent deferred sales charge received by the Managing Dealer as described in the Managing Dealer Agreement and the Prospectus in connection with Shares sold by the Broker to the extent that Schedule I provides for such reallowance, all in accordance with the terms and conditions set forth on Schedule I.
(g) No up-front selling commissions, up-front marketing support fees, Distribution Fee or contingent deferred sales charge will be paid to the Broker in connection with any Shares purchased through the Company’s distribution reinvestment plan.
(h) Notwithstanding anything to the contrary contained herein, in no event shall total aggregate underwriting compensation payable to the Managing Dealer and any participating broker dealer in connection with the Offering, including, but not limited to, commissions, the dealer manager fee, the Distribution Fee and any contingent deferred sales charge, exceed ten percent (10%) of gross offering proceeds from the Offering, excluding proceeds from the Company’s distribution reinvestment plan.
Appears in 1 contract
Samples: Participating Broker Agreement (Corporate Capital Trust II)
Compensation of Broker. (a) The Managing Dealer shall pay reallow to the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal of up to seven percent (7.0% %) on completed sales of Shares by such Broker, as set forth in Exhibit A heretoincluding sales made under the automatic purchase plan of the Company (“Automatic Purchase Plan”), subject to reduction as specified in this Section 2 and the Prospectus. The Managing Dealer, in its sole discretion, may reallow to the Broker, from From its marketing support and due diligence expense reimbursement fee, up to an additional 0.5% the Managing Dealer may reallow all or a portion of the marketing support fee on completed sales of Shares by such BrokerShares, based on such factors including sales under the Automatic Purchase Plan, to any Broker that agrees to use its internal marketing support personnel to assist the Managing Dealer’s marketing team and their internal marketing communication tools to promote the Company as the number of Shares sold by the Broker, the assistance of the Broker more specifically set forth in marketing the Offering, and bona fide due diligence expenses incurred by the BrokerSection 2(g) herein. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, provided however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if to the extent the commission payable to any broker-broker dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker Managing Dealer shall not reallow any commissions to non-NASD FINRA members. The Company (and the Managing Dealer) may pay reduced commissions and/or marketing support fees or may eliminate commissions such compensation on certain sales of Shares, including the reduction or elimination of commissions compensation in accordance with the following paragraph paragraphs of this Section 2. Any such reduction or elimination of commissions compensation will not, however, change the net proceeds to the Company.
(b) Notwithstanding anything to the contrary contained in this Section 2, in the event that the Managing Dealer reallows any commission and/or fees to the Broker for the sale of one or more Shares and the subscription is rescinded or rejected as to one or more of the Shares covered by such subscription, the Managing Dealer shall decrease the next payment of commissions or other compensation otherwise payable to the Broker by the Managing Dealer under this Agreement by an amount equal to the applicable rate established in Section 2 of this Agreement, multiplied by the price of the Shares as to which the subscription is rescinded or rejected, as applicable. In the event that no payment of commissions or other compensation is due to the Broker after such withdrawal occurs, the Broker shall pay the amount specified in the preceding sentence to the Managing Dealer within ten (10) days following mailing of notice to the Broker by the Managing Dealer stating the amount owed as a result of rescinded or rejected subscriptions.
(c) After such time (if any) that monies are deliverable to the Company by the Transfer Agent pursuant to the Escrow Agreement, the Broker may withhold the selling commissions and marketing support fees to which it is entitled from the purchase price for the Shares in the Offering and forward the balance to the Company’s Transfer Agent if it represents to the Managing Dealer that: (i) the Broker is legally permitted to do so; and (ii) (A) the Broker meets all applicable net capital requirements under the rules of FINRA or other applicable rules regarding such an arrangement; (B) the Broker has forwarded the subscription agreement to the Company’s Transfer Agent and received the Company’s written acceptance of the subscription prior to forwarding the purchase price for the Shares, net of the commissions and marketing support fees to which the Broker is entitled, to the Company’s Transfer Agent; and (C) the Broker has verified that there are sufficient funds in the investor’s account with the Broker to cover the entire cost of the subscription.
(d) The following persons and entities may purchase Shares net of all or a portion the seven percent (7.0%) commissions and the three percent (3.0%) marketing support fee (assuming no other discounts apply):
(i) a registered principal or representative of the Managing Dealer or a Broker (and the immediate family members of any of the foregoing persons); (ii) employees, officers and directors of the Company or the advisor to the Company (the “Advisor”), or of the Affiliates of either of the foregoing entities (and the immediate family members of any of the foregoing persons), any Plan established exclusively for the benefit of such persons or entities, and, if approved by the Company, joint venture partners, consultants and other service providers; (iii) a client of an investment adviser registered under the Investment Advisers Act of 1940, as amended, or under applicable state securities laws (other than any registered investment advisor that is also registered as a broker dealer, with the exception of clients who have “wrap” accounts which have asset based fees with such dually registered investment advisor/ broker dealer); and (iv) a person investing in a bank trust account with respect to which the decision-making authority for investments made has been delegated to the bank trust department. For purposes of this paragraph, “immediate family members” means such person’s spouse, parents, children, grandparents, grandchildren and any such person who is so related by marriage such that this includes “step-” and “-in law” relations as well as such persons so related by adoption. The amount of proceeds to the Company will not be affected by reducing or eliminating commissions and marketing support fees payable in connection with sales to investors described in this paragraph. In addition, Brokers that have a contractual arrangement with their clients for the payment of fees on terms that are inconsistent with the acceptance of all or a portion of the commissions and the marketing support fee may elect not to accept all or a portion of their compensation in the form of commissions and the marketing support fees offered by the Company for Shares that they sell. In that event, such Shares shall be sold to the investor net of all or a portion of the selling commissions and the marketing support fee. Any reductions in commissions or the marketing support fee will reduce the compensation otherwise payable to the Broker.
(e) In connection with the purchase and subsequent purchase of certain minimum numbers of Shares, the amount of commissions otherwise payable may be reduced in accordance with certain discounts for volume purchases as set forth in the Prospectus. It is the Broker’s responsibility to determine which investors qualify for such volume purchase discounts. To the extent an investor qualifies for a volume discount on a particular purchase, such investor’s subsequent purchases, regardless of the Shares subscribed for in such purchases, will also qualify for: (i) that volume discount; or (ii) to the extent the subsequent purchase when aggregated with the prior purchases qualifies for a greater volume discount, such greater discounts. Any request to combine more than one subscription or to treat a subsequent purchase collectively for purposes of the volume discount must be made by the Broker in writing in a form satisfactory to the Managing Dealer and must set forth the basis of such request. Any such request will be subject to prior verification by the Broker that all of such subscriptions were made by a single “purchaser.” For purposes of determining the applicability of discounts, a single “purchaser” means: (i) an individual, his or her spouse, and their children under the age of 21, who purchase our shares for their own accounts; (ii) a corporation, partnership, association, joint-stock company, trust fund, or any organized group of persons, whether incorporated or not; (iii) an employee’s trust, pension, profit-sharing, or other employee benefit plan qualified under Section 401 of the Code; and (iv) all pension, trust, or other funds maintained by a given bank. For purposes of volume discounts, all such Shares must be purchased through the same Broker. Any such discounts will reduce the amount of compensation otherwise payable to the Broker. Purchases through the Automatic Purchase Plan shall not be subject to volume discounts.
(f) No commissions or marketing support fees will be paid to the Broker in connection with any Shares purchased in the Distribution Reinvestment Plan.
(g) Eligibility to receive the marketing support fee is conditioned upon the Broker’s compliance with one or more of the following conditions. Any determination regarding the Broker’s compliance with the listed conditions will be made by the Managing Dealer, in its sole discretion.
(i) The Broker has internal marketing support personnel (such as telemarketers, or a marketing director) to assist the Managing Dealer’s marketing team;
(ii) The Broker has and uses internal marketing communications vehicles, such as newsletters, conference calls, cassette tapes and internal mail to promote the Company and the Offering;
(iii) The Broker will answer investors’ inquiries concerning monthly statements, valuations, distribution rates, tax information, annual reports, reinvestment and redemption rights and procedures, automatic purchase plan procedures, the financial status of the Company and the real estate markets in which the Company has invested;
(iv) The Broker will assist investors with reinvestments, automatic purchase plan purchases and redemptions;
(v) The Broker will maintain the technology necessary to adequately service the company’s investors as otherwise associated with the Offering; and
(vi) The Broker will provide other services requested by investors from time to time.
Appears in 1 contract
Samples: Participating Broker Agreement (CNL Macquarie Global Growth Trust, Inc.)
Compensation of Broker. (a) The Managing Dealer shall pay reallow to the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal of up to seven percent (7.0% %) on completed sales of Shares by such Broker, as set forth in Exhibit A heretoincluding sales made under the automatic purchase plan of the Company (the “Automatic Purchase Plan”), subject to reduction as specified in this Section 2 and the Prospectus. The In addition, the Managing Dealer may reallow a marketing support fee of up to three percent (3.0%) on completed sales of Shares, including sales under the Automatic Purchase Plan, to any Broker that agrees to use its internal marketing support personnel to assist the Managing Dealer, ’s marketing team and their internal marketing communication tools to promote the Company as more specifically set forth in its sole discretion, may reallow to the Broker, from its marketing support and due diligence expense reimbursement fee, up to an additional 0.5% on sales of Shares by such Broker, based on such factors as the number of Shares sold by the Broker, the assistance of the Broker in marketing the Offering, and bona fide due diligence expenses incurred by the BrokerSection 2(g) herein. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreementSubscription Agreement; provided, provided however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if to the extent the commission payable to any broker-broker dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker Managing Dealer shall not reallow any commissions to non-NASD FINRA members. The Company (and the Managing Dealer) may pay reduced commissions and/or marketing support fees or may eliminate commissions such compensation on certain sales of Shares, including the reduction or elimination of commissions compensation in accordance with the following paragraph paragraphs of this Section 2. Any such reduction or elimination of commissions compensation will not, however, change the net proceeds to the Company.
(b) Notwithstanding anything to the contrary contained in this Section 2, in the event that the Managing Dealer reallows any commission and/or fees to the Broker for the sale of one or more Shares and the subscription is rescinded or rejected as to one or more of the Shares covered by such subscription, the Managing Dealer shall decrease the next payment of commissions or other compensation otherwise payable to the Broker by the Managing Dealer under this Agreement by an amount equal to the applicable rate established in Section 2 of this Agreement, multiplied by the price of the Shares as to which the subscription is rescinded or rejected, as applicable. In the event that no payment of commissions or other compensation is due to the Broker after such withdrawal occurs, the Broker shall pay the amount specified in the preceding sentence to the Managing Dealer within ten (10) days following mailing of notice to the Broker by the Managing Dealer stating the amount owed as a result of rescinded or rejected subscriptions.
(c) After such time (if any) that monies are deliverable to the Company by the Transfer Agent pursuant to the Escrow Agreement, the Broker may withhold the selling commissions and marketing support fees to which it is entitled from the purchase price for the Shares in the Offering and forward the balance to the Company’s Transfer Agent if it represents to the Managing Dealer that: (i) the Broker is legally permitted to do so; and (ii) (A) the Broker meets all applicable net capital requirements under the rules of FINRA or other applicable rules regarding such an arrangement; (B) the Broker has forwarded the Subscription Agreement to the Company’s Transfer Agent and received the Company’s written acceptance of the subscription prior to forwarding the purchase price for the Shares, net of the commissions and marketing support fees to which the Broker is entitled, to the Company’s Transfer Agent; and (C) the Broker has verified that there are sufficient funds in the investor’s account with the Broker to cover the entire cost of the subscription.
(d) The following persons and entities may purchase Shares net of all or a portion of the seven percent (7.0%) commissions and the three percent (3.0%) marketing support fee (assuming no other discounts apply): (i) the Company’s executive officers and directors and their immediate family members, (ii) officers and employees of the investment adviser(s) and investment sub-adviser(s), if any, to the Company (collectively, the “Advisor”), and its members and their affiliates and their immediate family members (including spouses, parents, grandparents, children and siblings); (iii) other individuals designated by the Company’s management; (iv) if approved by the Company’s board of directors, joint venture partners, consultants and other service providers. (v) a client of an investment adviser registered under the Investment Advisers Act of 1940, as amended, or under applicable state securities laws (other than any registered investment adviser that is also registered as a broker dealer, with the exception of clients who have “wrap” accounts which have asset based fees with such dually registered investment adviser/ broker dealer); and (vi) a person investing in a bank trust account with respect to which the decision-making authority for investments made has been delegated to the bank trust department. The amount of proceeds to the Company will not be affected by reducing or eliminating commissions and marketing support fees payable in connection with sales to investors described in this paragraph.
(e) In accordance with the volume discounts schedule set forth in the “Plan of Distribution” section of the Prospectus, the amount of selling commissions otherwise payable may be reduced or eliminated with respect to sales to a subscriber or group of subscribers based upon the aggregate of Shares purchased by such subscriber or group through the Broker. It is the Broker’s responsibility to determine which investors qualify for such volume purchase discounts. To the extent an investor qualifies for a volume discount on a particular purchase, such investor’s subsequent purchases, regardless of the Shares subscribed for in such purchases, will also qualify for: (i) that volume discount; or (ii) to the extent the subsequent purchase when aggregated with the prior purchases qualifies for a greater volume discount, such greater discounts. Any request to combine more than one subscription or to treat a subsequent purchase collectively for purposes of the volume discount must be made by the Broker in writing in a form satisfactory to the Managing Dealer and must set forth the basis of such request. Any such request will be subject to prior verification by the Broker that all of such subscriptions were made by a single “purchaser.” For purposes of determining the applicability of discounts, a single “purchaser” means: (i) an individual, his or her spouse, and their children under the age of 21, who purchase our Shares for their own accounts and all pension or trust funds established by each such individual; (ii) a corporation, partnership, association, joint-stock company, trust fund, or any organized group of persons, whether incorporated or not; (iii) an employee’s trust, pension, profit-sharing, or other employee benefit plan qualified under Section 401 of the Code; and (iv) all pension, trust, or other funds maintained by a given bank. For purposes of volume discounts, all such Shares must be purchased through the same Broker. Any such discounts will reduce the amount of compensation otherwise payable to the Broker. Purchases through the Automatic Purchase Plan shall be eligible for volume discounts but for none of the other discounts that are described in the Prospectus.
(f) No commissions or marketing support fees will be paid to the Broker in connection with any Shares purchased through the Distribution Reinvestment Plan.
(g) Eligibility to receive the marketing support fee is conditioned upon the Broker’s compliance with one or more of the following conditions. Any determination regarding the Broker’s compliance with the listed conditions will be made by the Managing Dealer, in its sole discretion.
(i) The Broker has internal marketing support personnel (such as telemarketers, or a marketing director) to assist the Managing Dealer’s marketing team;
(ii) The Broker has and uses internal marketing communications vehicles, including, but not limited to, newsletters, conference calls, interactive CD-ROMs, and internal mail to promote the Company and the Offering;
(iii) The Broker will answer investors’ inquiries concerning monthly statements, valuations, distribution rates, tax information, annual reports, reinvestment and redemption rights and procedures, Automatic Purchase Plan procedures, and the financial status of the Company;
(iv) The Broker will assist investors with reinvestments, Automatic Purchase Plan purchases and redemptions;
(v) The Broker will maintain the technology necessary to adequately service the Company’s investors as otherwise associated with the Offering; and
(vi) The Broker will provide other services requested by investors from time to time.
Appears in 1 contract
Samples: Participating Broker Agreement (CNL Diversified Lifestyle Properties, Inc.)
Compensation of Broker. (a) The Managing Dealer shall pay reallow to the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal of up to seven percent (7.0% %) on completed sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The In addition, the Managing Dealer, in its sole discretion, Dealer may reallow to the Broker, from its a marketing support and due diligence expense reimbursement fee, fee of up to an additional 0.5% three percent (3.0%) on completed sales of Shares by such Broker, based on such factors to any Broker that agrees to use its internal marketing support personnel to assist the Managing Dealer’s marketing team and their internal marketing communication tools to promote the Company as the number of Shares sold by the Broker, the assistance of the Broker more specifically set forth in marketing the Offering, and bona fide due diligence expenses incurred by the BrokerSection 2(g) herein. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreementSubscription Agreement; provided, provided however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if to the extent the commission payable to any broker-broker dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions and/or marketing support fees or may eliminate commissions such compensation on certain sales of Shares, including the reduction or elimination of commissions compensation in accordance with the following paragraph paragraphs of this Section 2. Any such reduction or elimination of commissions compensation will not, however, change the net proceeds to the Company.
(b) Notwithstanding anything to the contrary contained in this Section 2, in the event that the Managing Dealer reallows any commission and/or fees to the Broker for the sale of one or more Shares and the subscription is rescinded or rejected as to one or more of the Shares covered by such subscription, the Managing Dealer shall decrease the next payment of commissions or other compensation otherwise payable to the Broker by the Managing Dealer under this Agreement by an amount equal to the applicable rate established in Section 2 of this Agreement, multiplied by the price of the Shares as to which the subscription is rescinded or rejected, as applicable. In the event that no payment of commissions or other compensation is due to the Broker after such withdrawal occurs, the Broker shall pay the amount specified in the preceding sentence to the Managing Dealer within ten (10) days following mailing of notice to the Broker by the Managing Dealer stating the amount owed as a result of rescinded or rejected subscriptions.
(c) The Broker may withhold the selling commissions and marketing support fees to which it is entitled from the purchase price for the Shares in the Offering and forward the balance to the Company’s Transfer Agent if it represents to the Managing Dealer that: (i) the Broker is legally permitted to do so; and (ii) (A) the Broker meets all applicable net capital requirements under the rules of FINRA or other applicable rules regarding such an arrangement; (B) the Broker has forwarded the Subscription Agreement to the Company’s Transfer Agent and received the Company’s written acceptance of the subscription prior to forwarding the purchase price for the Shares, net of the commissions and marketing support fees to which the Broker is entitled, to the Company’s Transfer Agent; and (C) the Broker has verified that there are sufficient funds in the investor’s account with the Broker to cover the entire cost of the subscription.
(d) The following persons and entities may purchase Shares net of all or a portion of the seven percent (7.0%) commissions and the three percent (3.0%) marketing support fee (assuming no other discounts apply):
(i) registered principals or representatives of the Managing Dealer or Broker (and immediate family members of any of the foregoing persons); (ii) employees, officers and directors of the Company, the advisor to the Company (the “Advisor”), the property manager to the Company, or of the Affiliates of any of the foregoing entities (and the immediate family members of any of the foregoing persons), and any Plan established exclusively for the benefit of such persons or entities, (iii) if approved by the Company’s board of directors, joint venture partners, consultants and other service providers; (iv) a client of an investment adviser registered under the Investment Advisers Act of 1940, as amended, or under applicable state securities laws (other than any registered investment adviser that is also registered as a broker dealer, with the exception of clients who have “wrap” accounts which have asset based fees with such dually registered investment adviser/ broker dealer); (v) a person investing in a bank trust account with respect to which the decision-making authority for investments made has been delegated to the bank trust department; and (vi) certain institutional investors. For purposes of this paragraph, “immediate family members” means such person’s spouse, parents, children, brothers, sisters, grandparents, grandchildren and any such person who is so related by marriage such that this includes “step” and “in-law” relations as well as such persons so related by adoption. The amount of proceeds to the Company will not be affected by reducing or eliminating commissions and marketing support fees payable in connection with sales to investors described in this paragraph. In addition, Brokers that have a contractual arrangement with their clients for the payment of fees on terms that are inconsistent with the acceptance of all or a portion of the commissions and the marketing support fee may elect not to accept all or a portion of their compensation in the form of commissions and the marketing support fees offered by the Company for Shares that they sell. In that event, such Shares shall be sold to the investor net of all or a portion of the selling commissions and the marketing support fee. Any reductions in commissions or the marketing support fee will reduce the compensation otherwise payable to the Broker.
(e) In accordance with the volume discounts schedule set forth in the “Plan of Distribution” section of the Prospectus, the amount of selling commissions otherwise payable may be reduced with respect to sales to a subscriber or group of subscribers based upon the aggregate of Shares purchased by such subscriber or group through the Broker. It is the Broker’s responsibility to determine which investors qualify for such volume purchase discounts. To the extent an investor qualifies for a volume discount on a particular purchase, such investor’s subsequent purchases, regardless of the Shares subscribed for in such purchases, will also qualify for: (i) that volume discount; or (ii) to the extent the subsequent purchase when aggregated with the prior purchases qualifies for a greater volume discount, such greater discounts. Any request to combine more than one subscription or to treat a subsequent purchase collectively for purposes of the volume discount must be made by the Broker in writing in a form satisfactory to the Managing Dealer and must set forth the basis of such request. Any such request will be subject to prior verification by the Broker that all of such subscriptions were made by a single “purchaser.” For purposes of determining the applicability of discounts, a single “purchaser” means: (i) an individual, his or her spouse, and their children under the age of 21, who purchase our Shares for their own accounts; (ii) a corporation, partnership, association, joint-stock company, trust fund, or any organized group of persons, whether incorporated or not; (iii) an employee’s trust, pension, profit-sharing, or other employee benefit plan qualified under Section 401 of the Code; and (iv) all pension, trust, or other funds maintained by a given bank. For purposes of volume discounts, all such Shares must be purchased through the same Broker. Any such discounts will reduce the amount of compensation otherwise payable to the Broker.
(f) No commissions or marketing support fees will be paid to the Broker in connection with any Shares purchased through the Distribution Reinvestment Plan.
(g) Eligibility to receive the marketing support fee is conditioned upon the Broker’s compliance with one or more of the following conditions. Any determination regarding the Broker’s compliance with the listed conditions will be made by the Managing Dealer, in its sole discretion.
(i) The Broker has internal marketing support personnel (such as telemarketers, or a marketing director) to assist the Managing Dealer’s marketing team;
(ii) The Broker has and uses internal marketing communications vehicles, including, but not limited to, newsletters, conference calls, interactive CD-ROMs, and internal mail to promote the Company and the Offering;
(iii) The Broker will answer investors’ inquiries concerning monthly statements, valuations, distribution rates, tax information, annual reports, reinvestment and redemption rights and procedures, the financial status of the Company and the real estate markets in which the Company has invested;
(iv) The Broker will assist investors with reinvestments and redemptions;
(v) The Broker will maintain the technology necessary to adequately service the Company’s investors as otherwise associated with the Offering; and
(vi) The Broker will provide other services requested by investors from time to time.
Appears in 1 contract
Samples: Participating Broker Agreement (CNL Growth Properties, Inc.)
Compensation of Broker. (a) The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal up to 7.06.5% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing Dealer, in its sole discretion, may reallow to the Broker, from From its marketing support and due diligence expense reimbursement fee, the Managing Dealer will allow up to an additional 0.52.5% on sales of Shares by such Broker, based on such factors to any Broker that agrees to use its internal marketing support personnel to assist the Managing Dealer’s marketing team and their internal marketing communication tools to promote the Company as the number of Shares sold by the Broker, the assistance of the Broker in marketing the Offering, and bona fide due diligence expenses incurred by the Brokerset forth below. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, provided however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if the commission payable to any broker-broker dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions to non-NASD FINRA members. The Company (and the Managing Dealer) may pay reduced commissions or may eliminate commissions on certain sales of Shares, including the reduction or elimination of commissions in accordance with the following paragraph paragraphs of this Section 2. Any such reduction or elimination of commissions will not, however, change the net proceeds to the Company.
(b) The Broker may withhold the selling commissions to which it is entitled from the purchase price for the Shares in the Offering and forward the balance to the Managing Dealer if it represents to the Managing Dealer that (i) the Broker is legally permitted to do so and (ii) (a) the Broker meets all applicable net capital requirements under the rules of FINRA or other applicable rules regarding such an arrangement; (b) the Broker has forwarded the subscription agreement to the Company and received the Company’s written acceptance of the subscription prior to forwarding the purchase price for the Shares, net of the commissions to which the Broker is entitled, to the Company; and (c) the Broker has verified that there are sufficient funds in the investor’s account with the Broker to cover the entire cost of the subscription.
(c) The following persons and entities may purchase Shares net of 7.0% commissions and the 3.0% marketing support fee, at a per Share purchase price of $9.00 (assuming no other discounts apply):
(i) A registered principal or representative of the Managing Dealer or a Broker (and the immediate family members of any of the foregoing persons); (ii) employees, officers and directors of the Company or the Advisor, or of the Affiliates of either of the foregoing entities (and the immediate family members of any of the foregoing persons), and any Plan established exclusively for the benefit of such persons or entities; (iii) a client of an investment adviser registered under the Investment Advisers Act of 1940, as amended, or under applicable state securities laws; and (iv) a person investing in a bank trust account with respect to which the decision-making authority for investments made has been delegated to the bank trust department. For purposes of this paragraph, “immediate family members” means such person’s spouse, parents, children, grandparents, grandchildren and any such person who is so related by marriage such that this includes “step-” and “-in law” relations as well as such persons so related by adoption. The amount of proceeds to the Company will not be affected by eliminating commissions and marketing support fees payable in connection with sales to investors described in this paragraph. In addition, Brokers that have a contractual arrangement with their clients for the payment of fees on terms that are inconsistent with the acceptance of all or a portion of the commissions and the marketing support fee may elect not to accept all or a portion of their compensation in the form of commissions and the marketing support fees offered by the Company for Shares that they sell. In that event, such Shares shall be sold to the investor net of 7.0% commissions and the 3.0% marketing support fee at a per share purchase price of $9.00.
(d) In connection with the purchase and subsequent purchase of certain minimum numbers of Shares, the amount of commissions otherwise payable may be reduced in accordance with certain discounts for volume purchases as set forth in the Prospectus. It is the Broker’s responsibility to determine which investors qualify for such volume purchase breakpoints. To the extent an investor qualifies for a volume breakpoint discount on a particular purchase, such investor’s subsequent purchases, regardless of the Shares subscribed for in such purchases, will also qualify for (i) that volume discount, or (ii) to the extent the subsequent purchase when aggregated with the prior purchases qualifies for a greater volume discount, such greater discounts. Any request to treat a subsequent purchase collectively for purposes of the volume discount must be made by Broker in writing in a form satisfactory to the Managing Dealer and must set forth the basis of such request. Any request to combine more than one subscription must be made in writing in a form satisfactory to the Managing Dealer and must set forth the basis for such request. Any such request will be subject to prior verification by the Broker that all of such subscriptions were made by a single investor. For purposes of volume discounts, all such Shares must be purchased through the same participating broker.
(e) Shareholders who elect to participate in the reinvestment plan as described in the Prospectus will be charged $9.50 per Share, and no commissions or marketing support fees will be paid to the Broker in connection with any Shares so purchased.
(f) Eligibility to receive the marketing support fee is conditioned upon the Broker’s compliance with one or more of the following conditions. Any determination regarding the Broker’s compliance with the listed conditions will be made by the Managing Dealer, in its sole discretion.
(1) The Broker has internal marketing support personnel (telemarketers, marketing director, etc.) who assist the Managing Dealer’s marketing team;
(2) The Broker has and uses internal marketing communications vehicle(s) to promote the Company. Vehicles may include, but are not restricted to, newsletters, conference calls, cassette tapes, internal mail, etc.;
(3) The Broker will respond to investors’ inquiries concerning monthly statements, valuations, distribution rates, tax information, annual reports, reinvestment and redemption rights and procedures, the financial status of the Company and the real estate markets in which the Company has invested;
(4) The Broker will assist investors with reinvestments and redemptions; and/or
(5) The Broker will provide other services requested by investors from time to time and will maintain the technology necessary to adequately service investors. (Initials)
Appears in 1 contract
Samples: Participating Broker Agreement (CNL Income Properties Inc)
Compensation of Broker. (a) The Managing Dealer shall pay reallow to the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal of up to seven percent (7.0% %) of the Gross Proceeds on completed sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The In addition, the Managing Dealer, in its sole discretion, Dealer may reallow to the Broker, from its a marketing support and due diligence expense reimbursement fee, fee of up to an additional 0.5% three percent (3.0%) of the Gross Proceeds on completed sales of Shares by such Broker, based to any Broker that agrees to use its internal marketing support personnel to assist the Managing Dealer’s marketing team and their internal marketing communication tools to promote the Company as more specifically set forth in and conditioned on such factors as the number of Shares sold by the Broker, the assistance of the Broker in marketing the Offering, and bona fide due diligence expenses incurred by the BrokerSection 2(g) herein. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreementSubscription Agreement; provided, provided however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if to the extent the commission payable to any broker-broker dealer or salesman salesperson exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions and/or marketing support fees or may eliminate commissions such compensation on certain sales of Shares, including the reduction or elimination of commissions compensation in accordance with the following paragraph paragraphs of this Section 2. Any such reduction or elimination of commissions compensation will not, however, change the net proceeds to the Company.
(b) Notwithstanding anything to the contrary contained in this Section 2, in the event that the Managing Dealer reallows any commission and/or fees to the Broker for the sale of one or more Shares and the subscription is rescinded or rejected as to one or more of the Shares covered by such subscription, the Managing Dealer shall decrease the next payment of commissions or other compensation otherwise payable to the Broker by the Managing Dealer under this Agreement by an amount equal to the applicable rate established in Section 2 of this Agreement, multiplied by the price of the Shares as to which the subscription is rescinded or rejected, as applicable. In the event that no payment of commissions or other compensation is due to the Broker after such withdrawal occurs, the Broker shall pay the amount specified in the preceding sentence to the Managing Dealer within ten (10) days following mailing of notice to the Broker by the Managing Dealer stating the amount owed as a result of rescinded or rejected subscriptions.
(c) The Broker may withhold the selling commissions and marketing support fees to which it is entitled from the purchase price for the Shares in the Offering and forward the balance to the Company’s Transfer Agent if it represents to the Managing Dealer that: (i) the Broker is legally permitted to do so; and (ii) (A) the Broker meets all applicable net capital requirements under the rules of FINRA or other applicable rules regarding such an arrangement; (B) the Broker has forwarded the Subscription Agreement to the Company’s Transfer Agent and received the Company’s written acceptance of the subscription prior to forwarding the purchase price for the Shares, net of the commissions and marketing support fees to which the Broker is entitled, to the Company’s Transfer Agent; and (C) the Broker has verified that there are sufficient funds in the investor’s account with the Broker to cover the entire cost of the subscription.
(d) The following persons and entities may purchase Shares net of all or a portion of the seven percent (7.0%) commissions and/or the three percent (3.0%) marketing support fee (assuming no other discounts apply):
(i) the Company’s executive officers and directors and their immediate family members, (ii) officers and employees of the investment adviser(s) and investment sub-adviser(s), if any, to the Company (collectively, the “Advisor”), and its members and their affiliates and their immediate family members (including spouses, parents, grandparents, children and siblings); (iii) other individuals designated by the Company’s management; (iv) if approved by the Company’s board of directors, joint venture partners, consultants and other service providers; (v) a client of an investment adviser registered under the Investment Advisers Act of 1940, as amended, or under applicable state securities laws (other than any registered investment adviser that is also registered as a broker dealer, with the exception of clients who have “wrap” accounts which have asset based fees with such dually registered investment adviser/ broker dealer); (vi) a person investing in a bank trust account with respect to which the decision-making authority for investments made has been delegated to the bank trust department, and (vii) any other category of persons or entities as permitted by the Prospectus. For purposes of this paragraph, “immediate family members” shall have the same meaning as the Prospectus. The amount of net proceeds to the Company will not be affected by reducing or eliminating commissions and marketing support fees payable in connection with sales to investors described in this paragraph.
(e) In accordance with the volume discounts schedule set forth in the “Plan of Distribution” section of the Prospectus, the amount of selling commissions otherwise payable may be reduced with respect to sales to a subscriber or group of subscribers based upon the aggregate of Shares purchased by such subscriber or group through the Broker. It is the Broker’s responsibility to determine which investors qualify for such volume purchase discounts. To the extent an investor qualifies for a volume discount on a particular purchase, such investor’s subsequent purchases, regardless of the Shares subscribed for in such purchases, will also qualify for: (i) that volume discount; or (ii) to the extent the subsequent purchase when aggregated with the prior purchases qualifies for a greater volume discount, such greater discounts. Any request to combine more than one subscription or to treat a subsequent purchase collectively for purposes of the volume discount must be made by the Broker in writing in a form satisfactory to the Managing Dealer and must set forth the basis of such request. Any such request will be subject to prior verification by the Broker that all of such subscriptions were made by a single “purchaser.” For purposes of determining the applicability of discounts, a single “purchaser” means: (i) an individual, his or her spouse, and their children under the age of 21, who purchase our Shares for their own accounts and all pension or trust funds established by each such individual; (ii) a corporation, partnership, association, joint-stock company, trust fund, or any organized group of persons, whether incorporated or not; (iii) an employee’s trust, pension, profit-sharing, or other employee benefit plan qualified under Section 401 of the Code; and (iv) all pension, trust, or other funds maintained by a given bank. For purposes of volume discounts, all such Shares must be purchased through the same Broker. Any such discounts will reduce the amount of compensation otherwise payable to the Broker.
(f) No commissions or marketing support fees will be paid to the Broker in connection with any Shares purchased through the Distribution Reinvestment Plan.
(g) Eligibility to receive the marketing support fee is conditioned upon the Broker’s compliance with one or more of the following conditions. Any determination regarding the Broker’s compliance with the listed conditions will be made by the Managing Dealer, in its sole discretion.
(i) The Broker has internal marketing support personnel (such as telemarketers, or a marketing director) to assist the Managing Dealer’s marketing team;
(ii) The Broker has and uses internal marketing communications vehicles, including, but not limited to, newsletters, conference calls, interactive CD-ROMs, digital media and internal mail to promote the Company and the Offering;
(iii) The Broker will answer investors’ inquiries concerning monthly statements, valuations, distribution rates, tax information, annual reports, reinvestment and redemption rights and procedures, and the financial status of the Company;
(iv) The Broker will assist investors with reinvestments and redemptions;
(v) The Broker will maintain the technology necessary to adequately service the Company’s investors as otherwise associated with the Offering; and
(vi) The Broker will provide other services requested by investors from time to time.
Appears in 1 contract
Samples: Participating Broker Agreement (CNL Healthcare Properties, Inc.)
Compensation of Broker. The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal to 7.0% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing Dealer, in its sole discretion, may reallow to the Broker, from its marketing support and due diligence expense reimbursement fee, up to an additional 0.5% on sales of Shares by such Broker, based on such factors as the number of Shares sold by the Broker, the assistance of the Broker in marketing the Offering, and bona fide due diligence expenses incurred by the Broker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until such time as subscriptions for a minimum of 250,000 Shares ($2,500,000), excluding subscriptions from Pennsylvania investors, have been received and approved by the Company, and deposited into the escrow account provided for in Paragraph 1(e) hereof; (iii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iiiiv) if the commission payable to any broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions or may eliminate commissions on certain sales of Shares, including the reduction or elimination of commissions in accordance with the following paragraph of this Section 2. Any such reduction or elimination of commissions will not, however, change the net proceeds to the Company. The Company also shall issue to the Managing Dealer a warrant (the "Soliciting Dealer Warrants") for every 25 Shares sold through the Offering, up to a maximum of 600,000 Soliciting Dealer Warrants to purchase an equivalent number of shares of common stock of the Company. The Soliciting Dealer Warrants will be issued quarterly commencing 60 days after the date on which the Shares are first sold pursuant to the Offering. All or any part of such Soliciting Dealer Warrants may be reallowed to certain Brokers with prior written approval from, and in the sole discretion of, the Managing Dealer unless prohibited by federal or state securities laws. The Company will not issue Soliciting Dealer Warrants to the Managing Dealer, and the Managing Dealer will not transfer Soliciting Dealer Warrants, in connection with the sale of Shares to residents of Minnesota or Texas. Each Soliciting Dealer Warrant will entitle the holder to purchase one share of common stock from the Company for $12.00 during the five-year period commencing with the date the Offering begins (the "Exercise Period"); provided however, that Soliciting Dealer Warrants will not be exercisable until one year from the date of issuance. Holders of Soliciting Dealer Warrants may not exercise the Soliciting Dealer Warrants to the extent such exercise would jeopardize the Company's status as a REIT. No Soliciting Dealer Warrants will be issued relating to the Shares sold through the Company's Reinvestment Plan.
Appears in 1 contract
Samples: Participating Broker Agreement (CNL Health Care Properties Inc)
Compensation of Broker. The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal of up to 7.06.5% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing Dealer, in its sole discretion, Dealer may reallow to the Broker, from its marketing support and due diligence expense reimbursement feereimbursements, up to an additional 0.50.1% on sales of Shares by such Broker, based on such factors Broker as the number of Shares sold by the Broker, the assistance of the Broker in marketing the Offering, and reimbursement for bona fide due diligence expenses incurred by the Broker, following such Broker's submission of invoices supporting such expenses. From its marketing support fee, the Managing Dealer may reallow to any Broker with whom it enters into a separate agreement relating to the marketing support fee 1.5% on sales of Shares by such Broker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if the commission commissions or other compensation payable to any broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions or fees to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions and fees or may eliminate commissions and fees on certain sales of Shares, including the reduction or elimination of commissions and fees in accordance with the following paragraph of this Section 2. Any such reduction or elimination of commissions and fees will not, however, change the net proceeds to the Company.
Appears in 1 contract
Samples: Participating Broker Agreement (CNL Retirement Properties Inc)
Compensation of Broker. (a) The Managing Dealer shall pay reallow to the Broker, as compensation for all services to be rendered by the Broker hereunder, a an upfront selling commission equal of up to 7.0% the corresponding Class percentage on gross proceeds of completed sales of Shares by such Broker, the Broker as set forth in Exhibit A heretoon Schedule I, subject to reduction as specified in this Section 2 and the Prospectus. The In addition, the Managing Dealer, in its sole discretion, Dealer may reallow an upfront dealer manager fee of up to the Broker, from its marketing support and due diligence expense reimbursement fee, up to an additional 0.5% corresponding Class percentage on gross proceeds of completed sales of Shares by such Broker, based as set forth on such factors Schedule I to any Broker that agrees to use its internal marketing support personnel to assist the Managing Dealer’s marketing team and their internal marketing communication tools to promote the Company as more specifically set forth in Section 2(f) herein and subject to applicable reductions as specified in this Section 2 and the number of Shares sold by the Broker, the assistance of the Broker in marketing the Offering, and bona fide due diligence expenses incurred by the BrokerProspectus. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreementSubscription Agreement; provided, provided however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if to the extent the commission payable to any broker-broker dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions and/or dealer manager fees or may eliminate commissions such compensation on certain sales of Shares, including the reduction or elimination of commissions compensation in accordance with the following paragraph paragraphs of this Section 2. Any such reduction or elimination of commissions compensation will not, however, change the net proceeds to the Company;
(b) Notwithstanding anything to the contrary contained in this Section 2, in the event that the Managing Dealer reallows any commission and/or fees to the Broker for the sale of one or more Shares and the subscription is rescinded or rejected as to one or more of the Shares covered by such subscription, the Managing Dealer shall decrease the next payment of commissions or other compensation otherwise payable to the Broker by the Managing Dealer under this Agreement by an amount equal to the applicable rate established in Section 2 of this Agreement, multiplied by the price of the Shares as to which the subscription is rescinded or rejected, as applicable. In the event that no payment of commissions or other compensation is due to the Broker after such withdrawal occurs, the Broker shall pay the amount specified in the preceding sentence to the Managing Dealer within ten (10) days following mailing of notice to the Broker by the Managing Dealer stating the amount owed as a result of rescinded or rejected subscriptions.
(c) Subject to availability of such discounts in the Prospectus for a particular Class, the following persons and entities may purchase Shares net of all or a portion of the up-front selling commissions and the up-front dealer manager fee (assuming no other discounts apply): (i) the Company’s executive officers and directors and their immediate family members, (ii) officers and employees of the investment adviser and investment sub-adviser to the Company (collectively, the “Advisor”), and its members and their affiliates and their immediate family members (including spouses, parents, grandparents, children and siblings); (iii) other individuals designated by the Company’s management; (iv) if approved by the Company’s board of directors, joint venture partners, consultants and other service providers. (v) a client of an investment adviser registered under the Investment Advisers Act of 1940, as amended, or under applicable state securities laws (other than any registered investment adviser that is also registered as a broker dealer, with the exception of clients who have “wrap” accounts which have asset based fees with such dually registered investment adviser/ broker dealer); and (vi) a person investing in a bank trust account with respect to which the decision-making authority for investments made has been delegated to the bank trust department. The amount of proceeds to the Company will not be affected by reducing or eliminating commissions and dealer manager fees payable in connection with sales to investors described in this paragraph.
(d) Subject to availability of a volume discounts schedule set forth in the “Plan of Distribution” section of the Prospectus for a particular Class, the amount of selling commissions otherwise payable may be reduced or eliminated with respect to sales to a subscriber or group of subscribers based upon the aggregate of Shares purchased by such subscriber or group through the Broker. It is the Broker’s responsibility to determine which investors qualify for such volume purchase discounts. To the extent an investor qualifies for a volume discount on a particular purchase, such investor’s subsequent purchases, regardless of the Shares subscribed for in such purchases, will also qualify for: (i) that volume discount; or (ii) to the extent the subsequent purchase when aggregated with the prior purchases qualifies for a greater volume discount, such greater discounts, provided that such election is provided for on the Subscription Agreement. Any request to combine more than one subscription or to treat a subsequent purchase collectively for purposes of the volume discount must be made by the Broker in writing in a form satisfactory to the Managing Dealer and must set forth the basis of such request. Any such request will be subject to prior verification by the Broker that all of such subscriptions were made by a single “purchaser.” For purposes of determining the applicability of discounts, a single “purchaser” shall have the same meaning as in the Prospectus.
(e) No up-front selling commissions, up-front dealer manager fees, or Distribution Fees (as defined below) will be paid to the Broker in connection with any Shares purchased through the Distribution Reinvestment Plan.
(f) Eligibility to receive the dealer manager fee is conditioned upon the Broker’s compliance with one or more of the following conditions. Any determination regarding the Broker’s compliance with the listed conditions will be made by the Managing Dealer, in its sole discretion.
(i) The Broker has internal marketing support personnel (such as telemarketers, or a marketing director) to assist the Managing Dealer’s marketing team;
(ii) The Broker has and uses internal marketing communications vehicles, such as newsletters, conference calls, discs and internal mail to promote the Company and the Offering;
(iii) The Broker will answer investors’ inquiries concerning monthly statements, valuations, distribution rates, tax information, annual reports, reinvestment rights and procedures, and the financial status of the Company;
(iv) The Broker will assist investors with reinvestments;
(v) The Broker will maintain the technology necessary to adequately service the Company’s investors as otherwise associated with the Offering; and
(vi) The Broker will provide other services requested by investors from time to time.
(g) The Managing Dealer shall reallow to the Broker, as compensation for the sale of Shares in the Offering and for all ongoing services to be rendered, an ongoing distribution and shareholder servicing fee at an annualized rate of up to the corresponding Share Class fee percentage listed on Schedule I times the net asset value (“NAV”) per Share, excluding Shares in the Class issued pursuant to the distribution reinvestment plan, (the “Distribution Fee”) to the extent this Agreement (or similar servicing agreement) provides for such a reallowance. The Distribution Fee will accrue daily based on the Company’s most recently published NAV in its filings and be payable monthly or quarterly in arrears as provided in the Prospectus. All determinations regarding the reallowance of the Distribution Fee will be made in good faith by the Managing Dealer in its sole discretion. The Managing Dealer may reallow some or all of the Distribution Fee to one or more Broker(s) acting as broker-dealer of record or otherwise providing shareholder or account maintenance services with respect to the Shares pursuant to this Agreement or other servicing agreement with the Managing Dealer. Eligibility to receive the Distribution Fee is conditioned upon either the Broker acting as broker-dealer of record with respect to such Shares (in which case the Broker agrees to promptly notify the Managing Dealer if it is no longer the broker-dealer of record with respect to some or all of the Shares) or otherwise providing shareholder or account maintenance services with respect to the Shares, and the Broker hereby represents by its acceptance of the Distribution Fee that it is providing such services. The Company shall cease paying the Distribution Fee with respect to Shares upon the earlier to occur of the following: (i) after termination of the Offering, the date when the aggregate underwriting compensation as defined in accordance with applicable FINRA rules, equals ten (10%) of the gross proceeds from Shares sold in the Offering, as determined in good faith by the Managing Dealer in its sole discretion, excluding Shares issued through the Distribution Reinvestment Plan, (ii) if the Company has adopted a shareholder distribution and servicing plan in a manner consistent with Rule 12b-1 under the Investment Company Act of 1940, as amended, the date such plan terminates or is not continued, (iii) the date of a Liquidity Event, as described in the Prospectus, or (iv) the date that the Share is redeemed or is no longer outstanding. The Broker waives any and all rights to receive compensation, including the Distribution Fee, until it is paid to and received by the Managing Dealer.
Appears in 1 contract
Samples: Participating Broker Agreement (Corporate Capital Trust II)
Compensation of Broker. The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal to 7.0% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing Dealer, in its sole discretion, may reallow to the Broker, from its marketing support and due diligence expense reimbursement fee, up to an additional 0.5% on sales of Shares by such Broker, based on such factors as the number of Shares sold by the Broker, the assistance of the Broker in marketing the Offering, and bona fide due diligence expenses incurred by the Broker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if the commission payable to any broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions or may eliminate commissions on certain sales of Shares, including the reduction or elimination of commissions in accordance with the following paragraph of this Section 2. Any such reduction or elimination of commissions will not, however, change the net proceeds to the Company. The Company also shall issue to the Managing Dealer a warrant (the "Soliciting Dealer Warrants") for every 25 Shares sold through the Offering, up to a maximum of 1,000,000 Soliciting Dealer Warrants, to purchase an equivalent number of shares of common stock of the Company. The Soliciting Dealer Warrants will be issued quarterly commencing 60 days after the date on which the Shares are first sold pursuant to the Offering. All or any part of such Soliciting Dealer Warrants may be reallowed to certain Brokers with prior written approval from, and in the sole discretion of, the Managing Dealer unless prohibited by federal or state securities laws. The Company will not issue Soliciting Dealer Warrants to the Managing Dealer, and the Managing Dealer will not transfer Soliciting Dealer Warrants, in connection with the sale of Shares to residents of Minnesota or Texas. Each Soliciting Dealer Warrant will entitle the holder to purchase one share of common stock from the Company for $12.00 during the five-year period commencing with the date the Offering begins (the "Exercise Period"); provided, however, that Soliciting Dealer Warrants will not be exercisable until one year from the date of issuance. Holders of Soliciting Dealer Warrants may not exercise the Soliciting Dealer Warrants to the extent such exercise would jeopardize the Company's status as a REIT. No Soliciting Dealer Warrants will be issued relating to the Shares sold through the Company's Reinvestment Plan.
Appears in 1 contract
Samples: Participating Broker Agreement (CNL Hospitality Properties Inc)
Compensation of Broker. The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal of up to 7.06.0% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus, and provided the Broker has not previously received the commission pursuant to paragraph 1(f) of this Agreement. Brokers that sell more than $50 million in gross proceeds in any fiscal year may be reallowed selling commissions of up to 6.2%, rather than 6.0%, with respect to the Shares they sell. The Managing Dealer, in its sole discretion, Dealer may reallow to the Broker, from its marketing support and due diligence expense reimbursement fee, reimbursements estimated to be up to an additional 0.50.01% on sales of Shares by such Broker, based on such factors Broker as the number of Shares sold by the Broker, the assistance of the Broker in marketing the Offering, and reimbursement for bona fide due diligence expenses incurred by the Broker, following such Broker's submission of invoices supporting such expenses. From its marketing support fee, the Managing Dealer may reallow to any Broker with whom it enters into Addendum A to this Agreement relating to the marketing support fee of up to 2.0% on sales of Shares by such Broker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such Provided such compensation shall has not previously been received by the Broker pursuant to paragraph 1(f) of this Agreement, such compensation will be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if the commission commissions or other compensation payable to any broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions or fees to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions and fees or may eliminate commissions and fees on certain sales of Shares, including the reduction or elimination of commissions and fees in accordance with with, and on the following paragraph terms set forth in, the Prospectus and the Paragraphs of this Section 2.
(i) a registered principal or representative of the Managing Dealer or a Broker; (ii) employees, officers and directors of the Company or the Advisor, or of the Affiliates of either of the foregoing entities (and the immediate family members of any of the foregoing persons, provided that "immediate family members" means such person's spouse, parents, children, grandparents, grandchildren and any such person who is so related by marriage such that this includes "step-" and "-in law" relations as well as such persons so related by adoption), and any Plan (as defined in the Prospectus) established exclusively for the benefit of such persons or entities; (iii) a client of an investment adviser registered under the Investment Advisers Act of 1940, as amended, or under applicable state securities laws; and (iv) a person investing in a bank trust account with respect to which the decision-making authority for investments made has been delegated to the bank trust department. Any As all sales must be made through a registered broker-dealer, the investment adviser must arrange the placement of the transaction through a broker-dealer that will waive compensation or may contact the Managing Dealer for such reduction or elimination assistance. The amount of commissions will not, however, change the net proceeds to the CompanyCompany will not be affected by eliminating commissions and marketing support fees payable in connection with sales to investors purchasing through such registered investment advisers, broker/dealers or bank trust departments. In addition, Brokers that have a contractual arrangement with their clients for the payment of fees on terms that are inconsistent with the acceptance of all or a portion of the commissions and the marketing support fee may elect not to accept all or a portion of their compensation in the form of commissions and the marketing support fees offered by the Company for Shares that they sell. In that event, such Shares shall be sold to the investor net of 6.5% commissions and the marketing support fee, at a per share purchase price of $9.
Appears in 1 contract
Samples: Participating Broker Agreement (CNL Retirement Properties Inc)
Compensation of Broker. (a) The Managing Dealer shall pay reallow to the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal of up to seven percent (7.0% %) on completed sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The In addition, the Managing Dealer, in its sole discretion, Dealer may reallow to the Broker, from its a marketing support and due diligence expense reimbursement fee, fee of up to an additional 0.5% three percent (3.0%) on completed sales of Shares by such Broker, based on such factors to any Broker that agrees to use its internal marketing support personnel to assist the Managing Dealer’s marketing team and their internal marketing communication tools to promote the Company as the number of Shares sold by the Broker, the assistance of the Broker more specifically set forth in marketing the Offering, and bona fide due diligence expenses incurred by the BrokerSection 2(f) herein. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreementSubscription Agreement; provided, provided however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if to the extent the commission payable to any broker-broker dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions and/or marketing support fees or may eliminate commissions such compensation on certain sales of Shares, including the reduction or elimination of commissions compensation in accordance with the following paragraph paragraphs of this Section 2. Any such reduction or elimination of commissions compensation will not, however, change the net proceeds to the Company.
(b) Notwithstanding anything to the contrary contained in this Section 2, in the event that the Managing Dealer reallows any commission and/or fees to the Broker for the sale of one or more Shares and the subscription is rescinded or rejected as to one or more of the Shares covered by such subscription, the Managing Dealer shall decrease the next payment of commissions or other compensation otherwise payable to the Broker by the Managing Dealer under this Agreement by an amount equal to the applicable rate established in Section 2 of this Agreement, multiplied by the price of the Shares as to which the subscription is rescinded or rejected, as applicable. In the event that no payment of commissions or other compensation is due to the Broker after such withdrawal occurs, the Broker shall pay the amount specified in the preceding sentence to the Managing Dealer within ten (10) days following mailing of notice to the Broker by the Managing Dealer stating the amount owed as a result of rescinded or rejected subscriptions.
(c) The following persons and entities may purchase Shares net of all or a portion of the seven percent (7.0%) commissions and the three percent (3.0%) marketing support fee (assuming no other discounts apply): (i) the Company’s executive officers and directors and their immediate family members, (ii) officers and employees of the investment adviser and investment sub-adviser to the Company (collectively, the “Advisor”), and its members and their affiliates and their immediate family members (including spouses, parents, grandparents, children and siblings); (iii) other individuals designated by the Company’s management; (iv) if approved by the Company’s board of directors, joint venture partners, consultants and other service providers. (v) a client of an investment adviser registered under the Investment Advisers Act of 1940, as amended, or under applicable state securities laws (other than any registered investment adviser that is also registered as a broker dealer, with the exception of clients who have “wrap” accounts which have asset based fees with such dually registered investment adviser/ broker dealer); and (vi) a person investing in a bank trust account with respect to which the decision-making authority for investments made has been delegated to the bank trust department. The amount of proceeds to the Company will not be affected by reducing or eliminating commissions and marketing support fees payable in connection with sales to investors described in this paragraph.
(d) In accordance with the volume discounts schedule set forth in the “Plan of Distribution” section of the Prospectus, the amount of selling commissions otherwise payable may be reduced or eliminated with respect to sales to a subscriber or group of subscribers based upon the aggregate of Shares purchased by such subscriber or group through the Broker. It is the Broker’s responsibility to determine which investors qualify for such volume purchase discounts. To the extent an investor qualifies for a volume discount on a particular purchase, such investor’s subsequent purchases, regardless of the Shares subscribed for in such purchases, will also qualify for: (i) that volume discount; or (ii) to the extent the subsequent purchase when aggregated with the prior purchases qualifies for a greater volume discount, such greater discounts, provided that such election is provided for on the Subscription Agreement. Any request to combine more than one subscription or to treat a subsequent purchase collectively for purposes of the volume discount must be made by the Broker in writing in a form satisfactory to the Managing Dealer and must set forth the basis of such request. Any such request will be subject to prior verification by the Broker that all of such subscriptions were made by a single “purchaser.” For purposes of determining the applicability of discounts, a single “purchaser” means: (i) an individual, his or her spouse, and their children under the age of 21, who purchase our Shares for their own accounts and all pension or trust funds established by each such individual; (ii) a corporation, partnership, association, joint-stock company, trust fund, or any organized group of persons, whether incorporated or not; (iii) an employee’s trust, pension, profit-sharing, or other employee benefit plan qualified under Section 401 of the Code; and (iv) all pension, trust, or other funds maintained by a given bank. For purposes of volume discounts, all such Shares must be purchased through the same Broker. Any such discounts will reduce the amount of compensation otherwise payable to the Broker.
(e) No commissions or marketing support fees will be paid to the Broker in connection with any Shares purchased through the Distribution Reinvestment Plan.
(f) Eligibility to receive the marketing support fee is conditioned upon the Broker’s compliance with one or more of the following conditions. Any determination regarding the Broker’s compliance with the listed conditions will be made by the Managing Dealer, in its sole discretion.
(i) The Broker has internal marketing support personnel (such as telemarketers, or a marketing director) to assist the Managing Dealer’s marketing team;
(ii) The Broker has and uses internal marketing communications vehicles, such as newsletters, conference calls, cassette tapes and internal mail to promote the Company and the Offering;
(iii) The Broker will answer investors’ inquiries concerning monthly statements, valuations, distribution rates, tax information, annual reports, reinvestment rights and procedures, and the financial status of the Company;
(iv) The Broker will assist investors with reinvestments;
(v) The Broker will maintain the technology necessary to adequately service the Company’s investors as otherwise associated with the Offering; and
(vi) The Broker will provide other services requested by investors from time to time.
Appears in 1 contract
Samples: Participating Broker Agreement (Corporate Capital Trust, Inc.)
Compensation of Broker. (a) The Managing Dealer shall pay reallow to the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal of up to 7.0% on completed sales of Shares by such Broker, as set forth in Exhibit A heretoincluding sales made under the automatic purchase plan of the Company (“Automatic Purchase Plan”), subject to reduction as specified in this Section 2 and the Prospectus. The Managing Dealer, in its sole discretion, may reallow to the Broker, from From its marketing support and due diligence expense reimbursement fee, up to an additional 0.5% the Managing Dealer may reallow all or a portion of the marketing support fee on completed sales of Shares by such BrokerShares, based on such factors including sales under the Automatic Purchase Plan, to any Broker that agrees to use its internal marketing support personnel to assist the Managing Dealer’s marketing team and their internal marketing communication tools to promote the Company as the number of Shares sold by the Broker, the assistance of the Broker more specifically set forth in marketing the Offering, and bona fide due diligence expenses incurred by the BrokerSection 2(g) herein. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, provided however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if to the extent the commission payable to any broker-broker dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker Managing Dealer shall not reallow any commissions to non-NASD FINRA members. The Company (and the Managing Dealer) may pay reduced commissions and/or marketing support fees or may eliminate commissions such compensation on certain sales of Shares, including the reduction or elimination of commissions compensation in accordance with the following paragraph paragraphs of this Section 2. Any such reduction or elimination of commissions compensation will not, however, change the net proceeds to the Company.
(b) Notwithstanding anything to the contrary contained in this Section 2, in the event that the Managing Dealer reallows any commission and/or fees to the Broker for the sale of one or more Shares and the subscription is rescinded or rejected as to one or more of the Shares covered by such subscription, the Managing Dealer shall decrease the next payment of commissions or other compensation otherwise payable to the Broker by the Managing Dealer under this Agreement by an amount equal to the applicable rate established in Section 2 of this Agreement, multiplied by the price of the Shares as to which the subscription is rescinded or rejected, as applicable. In the event that no payment of commissions or other compensation is due to the Broker after such withdrawal occurs, the Broker shall pay the amount specified in the preceding sentence to the Managing Dealer within ten (10) days following mailing of notice to the Broker by the Managing Dealer stating the amount owed as a result of rescinded or rejected subscriptions.
(c) After such time (if any) that monies are deliverable to the Company by the Transfer Agent pursuant to the Escrow Agreement, the Broker may withhold the selling commissions and marketing support fees to which it is entitled from the purchase price for the Shares in the Offering and forward the balance to the Company’s Transfer Agent if it represents to the Managing Dealer that: (i) the Broker is legally permitted to do so; and (ii) (A) the Broker meets all applicable net capital requirements under the rules of FINRA or other applicable rules regarding such an arrangement; (B) the Broker has forwarded the subscription agreement to the Company’s Transfer Agent and received the Company’s written acceptance of the subscription prior to forwarding the purchase price for the Shares, net of the commissions and marketing support fees to which the Broker is entitled, to the Company’s Transfer Agent; and (C) the Broker has verified that there are sufficient funds in the investor’s account with the Broker to cover the entire cost of the subscription.
(d) The following persons and entities may purchase Shares net of all or a portion the 7.0% commissions and the 3.0% marketing support fee (assuming no other discounts apply):
(i) a registered principal or representative of the Managing Dealer or a Broker (and the immediate family members of any of the foregoing persons); (ii) employees, officers and directors of the Company or the advisor to the Company (the “Advisor”), or of the Affiliates of either of the foregoing entities (and the immediate family members of any of the foregoing persons), any Plan established exclusively for the benefit of such persons or entities, and, if approved by the Company, joint venture partners, consultants and other service providers; (iii) a client of an investment adviser registered under the Investment Advisers Act of 1940, as amended, or under applicable state securities laws (other than any registered investment advisor that is also registered as a broker dealer, with the exception of clients who have “wrap” accounts which have asset based fees with such dually registered investment advisor/ broker dealer); and (iv) a person investing in a bank trust account with respect to which the decision-making authority for investments made has been delegated to the bank trust department. For purposes of this paragraph, “immediate family members” means such person’s spouse, parents, children, grandparents, grandchildren and any such person who is so related by marriage such that this includes “step-” and “-in law” relations as well as such persons so related by adoption. The amount of proceeds to the Company will not be affected by reducing or eliminating commissions and marketing support fees payable in connection with sales to investors described in this paragraph. In addition, Brokers that have a contractual arrangement with their clients for the payment of fees on terms that are inconsistent with the acceptance of all or a portion of the commissions and the marketing support fee may elect not to accept all or a portion of their compensation in the form of commissions and the marketing support fees offered by the Company for Shares that they sell. In that event, such Shares shall be sold to the investor net of all or a portion of the selling commissions and the marketing support fee. Any reductions in commissions or the marketing support fee will reduce the compensation otherwise payable to the Broker.
(e) In connection with the purchase and subsequent purchase of certain minimum numbers of Shares, the amount of commissions otherwise payable may be reduced in accordance with certain discounts for volume purchases as set forth in the Prospectus. It is the Broker’s responsibility to determine which investors qualify for such volume purchase discounts. To the extent an investor qualifies for a volume discount on a particular purchase, such investor’s subsequent purchases, regardless of the Shares subscribed for in such purchases, will also qualify for: (i) that volume discount; or (ii) to the extent the subsequent purchase when aggregated with the prior purchases qualifies for a greater volume discount, such greater discounts. Any request to combine more than one subscription or to treat a subsequent purchase collectively for purposes of the volume discount must be made by the Broker in writing in a form satisfactory to the Managing Dealer and must set forth the basis of such request. Any such request will be subject to prior verification by the Broker that all of such subscriptions were made by a single “purchaser.” For purposes of determining the applicability of discounts, a single “purchaser” means: (i) an individual, his or her spouse, and their children under the age of 21, who purchase our shares for their own accounts; (ii) a corporation, partnership, association, joint-stock company, trust fund, or any organized group of persons, whether incorporated or not; (iii) an employee’s trust, pension, profit-sharing, or other employee benefit plan qualified under Section 401 of the Code; and (iv) all pension, trust, or other funds maintained by a given bank. For purposes of volume discounts, all such Shares must be purchased through the same Broker. Any such discounts will reduce the amount of compensation otherwise payable to the Broker. Purchases through the Automatic Purchase Plan shall not be subject to volume discounts.
(f) No commissions or marketing support fees will be paid to the Broker in connection with any Shares purchased in the Distribution Reinvestment Plan.
(g) Eligibility to receive the marketing support fee is conditioned upon the Broker’s compliance with one or more of the following conditions. Any determination regarding the Broker’s compliance with the listed conditions will be made by the Managing Dealer, in its sole discretion.
(i) The Broker has internal marketing support personnel (such as telemarketers, or a marketing director) to assist the Managing Dealer’s marketing team;
(ii) The Broker has and uses internal marketing communications vehicles, such as newsletters, conference calls, cassette tapes and internal mail to promote the Company and the Offering;
(iii) The Broker will answer investors’ inquiries concerning monthly statements, valuations, distribution rates, tax information, annual reports, reinvestment and redemption rights and procedures, automatic purchase plan procedures, the financial status of the Company and the real estate markets in which the Company has invested;
(iv) The Broker will assist investors with reinvestments, automatic purchase plan purchases and redemptions;
(v) The Broker will maintain the technology necessary to adequately service the company’s investors as otherwise associated with the Offering; and
(vi) The Broker will provide other services requested by investors from time to time.
Appears in 1 contract
Samples: Participating Broker Agreement (CNL Macquarie Global Growth Trust, Inc.)
Compensation of Broker. The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal to 7.0% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing Dealer, in its sole discretion, may reallow to the Broker, from its marketing support and due diligence expense reimbursement feereimbursements, up to an additional 0.125% on sales of Shares by such Broker as reimbursement for bona fide due diligence expenses incurred by the Broker. The Managing Dealer may reallow to the Broker, from its marketing support fee, 0.5% on sales of Shares by such Broker, based on such factors as the number of Shares sold by the Broker, the assistance of the Broker in marketing the Offering. To be eligible to receive this fee, the Broker must agree to provide internal marketing support personnel to assist in the marketing of the Offering and bona fide due diligence expenses incurred by agree to promote the BrokerCompany in internal marketing publications. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if the commission payable to any broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions or may eliminate commissions on certain sales of Shares, including the reduction or elimination of commissions in accordance with the following paragraph of this Section 2. Any such reduction or elimination of commissions will not, however, change the net proceeds to the Company.
Appears in 1 contract
Samples: Participating Broker Agreement (CNL Retirement Properties Inc)
Compensation of Broker. (a) The Managing Dealer shall pay reallow to the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal of up to seven percent (7.0% %) on completed sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The In addition, the Managing Dealer, in its sole discretion, Dealer may reallow to the Broker, from its a marketing support and due diligence expense reimbursement fee, fee of up to an additional 0.5% three percent (3.0%) on completed sales of Shares by such Broker, based on such factors to any Broker that agrees to use its internal marketing support personnel to assist the Managing Dealer’s marketing team and their internal marketing communication tools to promote the Company as the number of Shares sold by the Broker, the assistance of the Broker more specifically set forth in marketing the Offering, and bona fide due diligence expenses incurred by the BrokerSection 2(g) herein. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreementSubscription Agreement; provided, provided however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if to the extent the commission payable to any broker-broker dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions and/or marketing support fees or may eliminate commissions such compensation on certain sales of Shares, including the reduction or elimination of commissions compensation in accordance with the following paragraph paragraphs of this Section 2. Any such reduction or elimination of commissions compensation will not, however, change the net proceeds to the Company.
(b) Notwithstanding anything to the contrary contained in this Section 2, in the event that the Managing Dealer reallows any commission and/or fees to the Broker for the sale of one or more Shares and the subscription is rescinded or rejected as to one or more of the Shares covered by such subscription, the Managing Dealer shall decrease the next payment of commissions or other compensation otherwise payable to the Broker by the Managing Dealer under this Agreement by an amount equal to the applicable rate established in Section 2 of this Agreement, multiplied by the price of the Shares as to which the subscription is rescinded or rejected, as applicable. In the event that no payment of commissions or other compensation is due to the Broker after such withdrawal occurs, the Broker shall pay the amount specified in the preceding sentence to the Managing Dealer within ten (10) days following mailing of notice to the Broker by the Managing Dealer stating the amount owed as a result of rescinded or rejected subscriptions.
(c) The Broker may withhold the selling commissions and marketing support fees to which it is entitled from the purchase price for the Shares in the Offering and forward the balance to the Company’s Transfer Agent if it represents to the Managing Dealer that: (i) the Broker is legally permitted to do so; and (ii) (A) the Broker meets all applicable net capital requirements under the rules of FINRA or other applicable rules regarding such an arrangement; (B) the Broker has forwarded the Subscription Agreement to the Company’s Transfer Agent and received the Company’s written acceptance of the subscription prior to forwarding the purchase price for the Shares, net of the commissions and marketing support fees to which the Broker is entitled, to the Company’s Transfer Agent; and (C) the Broker has verified that there are sufficient funds in the investor’s account with the Broker to cover the entire cost of the subscription.
(d) The following persons and entities may purchase Shares net of all or a portion of the seven percent (7.0%) commissions and the three percent (3.0%) marketing support fee (assuming no other discounts apply): (i) registered principals or representatives of the Managing Dealer or Broker (and immediate family members of any of the foregoing persons); (ii) employees, officers and directors of the Company, the advisor to the Company (the “Advisor”), the property manager to the Company, or of the Affiliates of any of the foregoing entities (and the immediate family members of any of the foregoing persons), and any Plan established exclusively for the benefit of such persons or entities, (iii) if approved by the Company’s board of directors, joint venture partners, consultants and other service providers; (iv) a client of an investment adviser registered under the Investment Advisers Act of 1940, as amended, or under applicable state securities laws (other than any registered investment adviser that is also registered as a broker dealer, with the exception of clients who have “wrap” accounts which have asset based fees with such dually registered investment adviser/ broker dealer); (v) a person investing in a bank trust account with respect to which the decision-making authority for investments made has been delegated to the bank trust department; and (vi) certain institutional investors. For purposes of this paragraph, “immediate family members” means such person’s spouse, parents, children, brothers, sisters, grandparents, grandchildren and any such person who is so related by marriage such that this includes “step” and “in-law” relations as well as such persons so related by adoption. The amount of proceeds to the Company will not be affected by reducing or eliminating commissions and marketing support fees payable in connection with sales to investors described in this paragraph. In addition, Brokers that have a contractual arrangement with their clients for the payment of fees on terms that are inconsistent with the acceptance of all or a portion of the commissions and the marketing support fee may elect not to accept all or a portion of their compensation in the form of commissions and the marketing support fees offered by the Company for Shares that they sell. In that event, such Shares shall be sold to the investor net of all or a portion of the selling commissions and the marketing support fee. Any reductions in commissions or the marketing support fee will reduce the compensation otherwise payable to the Broker.
(e) In accordance with the volume discounts schedule set forth in the “Plan of Distribution” section of the Prospectus, the amount of selling commissions otherwise payable may be reduced with respect to sales to a subscriber or group of subscribers based upon the aggregate of Shares purchased by such subscriber or group through the Broker. It is the Broker’s responsibility to determine which investors qualify for such volume purchase discounts. To the extent an investor qualifies for a volume discount on a particular purchase, such investor’s subsequent purchases, regardless of the Shares subscribed for in such purchases, will also qualify for: (i) that volume discount; or (ii) to the extent the subsequent purchase when aggregated with the prior purchases qualifies for a greater volume discount, such greater discounts. Any request to combine more than one subscription or to treat a subsequent purchase collectively for purposes of the volume discount must be made by the Broker in writing in a form satisfactory to the Managing Dealer and must set forth the basis of such request. Any such request will be subject to prior verification by the Broker that all of such subscriptions were made by a single “purchaser.” For purposes of determining the applicability of discounts, a single “purchaser” means: (i) an individual, his or her spouse, and their children under the age of 21, who purchase our Shares for their own accounts; (ii) a corporation, partnership, association, joint-stock company, trust fund, or any organized group of persons, whether incorporated or not; (iii) an employee’s trust, pension, profit-sharing, or other employee benefit plan qualified under Section 401 of the Code; and (iv) all pension, trust, or other funds maintained by a given bank. For purposes of volume discounts, all such Shares must be purchased through the same Broker. Any such discounts will reduce the amount of compensation otherwise payable to the Broker.
(f) No commissions or marketing support fees will be paid to the Broker in connection with any Shares purchased through the Distribution Reinvestment Plan.
(g) Eligibility to receive the marketing support fee is conditioned upon the Broker’s compliance with one or more of the following conditions. Any determination regarding the Broker’s compliance with the listed conditions will be made by the Managing Dealer, in its sole discretion.
(i) The Broker has internal marketing support personnel (such as telemarketers, or a marketing director) to assist the Managing Dealer’s marketing team;
(ii) The Broker has and uses internal marketing communications vehicles, including, but not limited to, newsletters, conference calls, interactive CD-ROMs, and internal mail to promote the Company and the Offering;
(iii) The Broker will answer investors’ inquiries concerning monthly statements, valuations, distribution rates, tax information, annual reports, reinvestment and redemption rights and procedures, the financial status of the Company and the real estate markets in which the Company has invested;
(iv) The Broker will assist investors with reinvestments and redemptions;
(v) The Broker will maintain the technology necessary to adequately service the Company’s investors as otherwise associated with the Offering; and
(vi) The Broker will provide other services requested by investors from time to time.
Appears in 1 contract
Samples: Participating Broker Agreement (Global Growth Trust, Inc.)
Compensation of Broker. The (a) Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended and supplemented from time to time, the Managing Dealer shall pay reallow to the Broker, as compensation for all services to be rendered by the Broker hereunder, a an upfront selling commission equal of up to 7.0% the corresponding Class percentage on gross proceeds of completed sales of Shares by such Broker, the Broker as set forth in Exhibit A heretoon Schedule I, subject to reduction as specified in this Section 2 and the Prospectus. The In addition, the Managing Dealer, in its sole discretion, Dealer may reallow all or a portion of the dealer manager fee received by it as an upfront marketing support fee of up to the Broker, from its marketing support and due diligence expense reimbursement fee, up to an additional 0.5% corresponding Class percentage on gross proceeds of completed sales of Shares by such Broker, based on such factors as the number of Shares sold by the Broker, the assistance of the Broker as set forth on Schedule I to any Broker that has executed the addendum to this Agreement, attached as Schedule I, pursuant to which the Broker agrees to use its internal marketing support personnel to assist the Managing Dealer’s marketing team and their internal marketing communication tools to promote the Company as more specifically set forth in marketing Schedule I and subject to applicable reductions as specified in this Section 2 and the Offering, and bona fide due diligence expenses incurred by the BrokerProspectus. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreementSubscription Agreement; provided, provided however, that compensation marketing support fees or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation dealer manager fees or commissions received from the Company for the sale of its Shares; (ii) until any and all compensation dealer manager fees or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if until the Minimum Proceeds (as defined in the Escrow Agreement) have been raised; and (iv) to the extent the commission or fees payable to any broker-broker dealer or salesman exceeds the amount allowed by any regulatory agency. Broker acknowledges that, if the Company pays commissions or dealer manager fees to the Managing Dealer, the Company is relieved of any obligation for commissions or marketing support fees, as applicable, to the Broker. The Company may rely on and use the preceding acknowledgement as a defense against any claim by the Broker shall not reallow any for commissions or dealer manager fees the Company pays to non-NASD membersthe Managing Dealer but that the Managing Dealer fails to remit to the Broker. The Company (and the Managing Dealer) may pay reduced commissions and/or marketing support fees or may eliminate commissions such compensation on certain sales of Shares, including the reduction or elimination of commissions compensation in accordance with the following paragraph paragraphs of this Section 2. Any such reduction or elimination of commissions compensation will not, however, change the net proceeds to the Company;
(b) Notwithstanding anything to the contrary contained in this Section 2, in the event that the Managing Dealer reallows any commission and/or fees to the Broker for the sale of one or more Shares and the subscription is rescinded or rejected as to one or more of the Shares covered by such subscription, the Managing Dealer shall decrease the next payment of commissions or other compensation otherwise payable to the Broker by the Managing Dealer under this Agreement by an amount equal to the applicable rate established in Section 2 of this Agreement, multiplied by the price of the Shares as to which the subscription is rescinded or rejected, as applicable. In the event that no payment of commissions or other compensation is due to the Broker after such withdrawal occurs, the Broker shall pay the amount specified in the preceding sentence to the Managing Dealer within ten (10) days following mailing of notice to the Broker by the Managing Dealer stating the amount owed as a result of rescinded or rejected subscriptions.
(c) Subject to availability of such discounts in the Prospectus for a particular Class, the following persons and entities may purchase Shares net of the up-front selling commissions and the up-front dealer manager fee (assuming no other discounts apply): (i) the Company’s officers and trustees and their immediate family members, (ii) officers and associated persons of the investment adviser and investment sub-adviser to the Company (collectively, the “Advisor”), and their affiliates and their immediate family members (including spouses, parents, grandparents, children and siblings); (iii) a registered principal or representative of the Managing Dealer or a participating broker and their immediate family members; (iv) other individuals designated by the Company’s executive management; (v) if approved by the Company’s board of trustees, joint venture partners, consultants and other service providers; (vi) a client of an investment adviser registered under the Investment Advisers Act of 1940, as amended, or under applicable state securities laws (other than any registered investment adviser that is also registered as a broker dealer, with the exception of clients who have “wrap” accounts which have asset based fees with such dually registered investment adviser/ broker dealer); and (vi) a person investing in a bank trust account with respect to which the decision-making authority for investments made has been delegated to the bank trust department. The amount of proceeds to the Company will not be affected by reducing or eliminating commissions and marketing support fees payable in connection with sales to investors described in this paragraph.
(d) Subject to availability of a volume discounts schedule set forth in the “Plan of Distribution” section of the Prospectus for a particular Class, the amount of selling commissions otherwise payable may be reduced or eliminated with respect to sales to a subscriber or group of subscribers based upon the aggregate of Shares purchased by such subscriber or group through the Broker. It is the Broker’s responsibility to determine which investors qualify for such volume purchase discounts. To the extent an investor qualifies for a volume discount on a particular purchase, such investor’s subsequent purchases, regardless of the Shares subscribed for in such purchases, will also qualify for: (i) that volume discount; or (ii) to the extent the subsequent purchase when aggregated with the prior purchases qualifies for a greater volume discount, such greater discounts, provided that such election is provided for on the Subscription Agreement. Any request to combine more than one subscription or to treat a subsequent purchase collectively for purposes of the volume discount must be made by the Broker in writing in a form satisfactory to the Managing Dealer and must set forth the basis of such request. Any such request will be subject to prior verification by the Broker that all of such subscriptions were made by a single “purchaser.” For purposes of determining the applicability of discounts, a single “purchaser” shall have the same meaning as in the Prospectus.
(e) If the Broker has executed the addendum to this Agreement attached as Schedule I, the Managing Dealer shall reallow to the Broker, as compensation for the sale of Shares in the Offering and for all ongoing services to be rendered, the ongoing distribution and shareholder servicing fee received by the Managing Dealer as described in the Managing Dealer Agreement and the Prospectus at an annualized rate of up to the corresponding Share Class fee percentage listed on Schedule I per Share of such Class sold by the Broker, excluding Shares in such Class issued pursuant to the distribution reinvestment plan (the “Distribution Fee”) to the extent that Schedule I provides for such a reallowance.
(1) Subject to the Share Class terms and conditions set forth in the Prospectus, if such Shares are subject to a contingent deferred sales fee, early redemption fee, or similar fee, the Managing Dealer, in its sole discretion, may reallow some of all of the contingent deferred sales charge to a Broker.
(f) No up-front selling commissions, up-front marketing support fees, or Distribution Fee will be paid to the Broker in connection with any Shares purchased through the Company’s distribution reinvestment plan.
Appears in 1 contract
Samples: Participating Broker Agreement (Corporate Capital Trust II)
Compensation of Broker. The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal to 7.0% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing Dealer, in its sole discretion, may reallow to the Broker, from its marketing support and due diligence expense reimbursement fee, up to an additional 0.5% on sales of Shares by such Broker, based on such factors as the number of Shares sold by the Broker, the assistance of the Broker in marketing the Offering, and bona fide due diligence expenses incurred by the Broker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if the commission payable to any broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions or may eliminate commissions on certain sales of Shares, including the reduction or elimination of commissions in accordance with the following paragraph of this Section 2. Any such reduction or elimination of commissions will not, however, change the net proceeds to the Company. The Company also shall issue to the Managing Dealer a warrant (the "Soliciting Dealer Warrants") for every 25 Shares sold through the Offering, up to a maximum of 1,000,000 Soliciting Dealer Warrants, to purchase an equivalent number of shares of common stock of the Company. The Soliciting Dealer Warrants will be issued quarterly commencing 60 days after the date on which the Shares are first sold pursuant to the Offering. All or any part of such Soliciting Dealer Warrants may be reallowed to certain Brokers with prior written approval from, and in the sole discretion of, the Managing Dealer unless prohibited by federal or state securities laws. The Company will not issue Soliciting Dealer Warrants to the Managing Dealer, and the Managing Dealer will not transfer Soliciting Dealer Warrants, in connection with the sale of Shares to residents of Minnesota or Texas. Each Soliciting Dealer Warrant will entitle the holder to purchase one share of common stock from the Company for $12.00 during the ten-year period commencing with the date the Offering begins (the "Exercise Period"); provided however, that Soliciting Dealer Warrants will not be exercisable until one year from the date of issuance. Holders of Soliciting Dealer Warrants may not exercise the Soliciting Dealer Warrants to the extent such exercise would jeopardize the Company's status as a REIT. No Soliciting Dealer Warrants will be issued relating to the Shares sold through the Company's Reinvestment Plan.
Appears in 1 contract
Samples: Participating Broker Agreement (CNL Hospitality Properties Inc)
Compensation of Broker. (a) The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal of up to 7.06.5% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing Dealer, in its sole discretion, may reallow to the Broker, from From its marketing support and due diligence expense reimbursement fee, the Managing Dealer will allow up to an additional 0.52.5% on sales of Shares by such Broker, based on such factors to any Broker that agrees to use its internal marketing support personnel to assist the Managing Dealer’s marketing team and their internal marketing communication tools to promote the Company as the number of Shares sold by the Broker, the assistance of the Broker in marketing the Offering, and bona fide due diligence expenses incurred by the Brokerset forth below. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, provided however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if the commission payable to any broker-broker dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions to non-NASD FINRA members. The Company (and the Managing Dealer) may pay reduced commissions or may eliminate commissions on certain sales of Shares, including the reduction or elimination of commissions in accordance with the following paragraph paragraphs of this Section 2. Any such reduction or elimination of commissions will not, however, change the net proceeds to the Company.
(b) The Broker may withhold the selling commissions to which it is entitled from the purchase price for the Shares in the Offering and forward the balance to the Managing Dealer if it represents to the Managing Dealer that (i) the Broker is legally permitted to do so and (ii) (a) the Broker meets all applicable net capital requirements under the rules of FINRA or other applicable rules regarding such an arrangement; (b) the Broker has forwarded the subscription agreement to the Company and received the Company’s written acceptance of the subscription prior to forwarding the purchase price for the Shares, net of the commissions to which the Broker is entitled, to the Company; and (c) the Broker has verified that there are sufficient funds in the investor’s account with the Broker to cover the entire cost of the subscription.
(c) The following persons and entities may purchase Shares net of 7.0% commissions and the 3.0% marketing support fee, at a per Share purchase price of $9.00 (assuming no other discounts apply):
(i) A registered principal or representative of the Managing Dealer or a Broker (and the immediate family members of any of the foregoing persons); (ii) employees, officers and directors of the Company or the Advisor, or of the Affiliates of either of the foregoing entities (and the immediate family members of any of the foregoing persons), and any Plan established exclusively for the benefit of such persons or entities; (iii) a client of an investment adviser registered under the Investment Advisers Act of 1940, as amended, or under applicable state securities laws; and (iv) a person investing in a bank trust account with respect to which the decision-making authority for (other than any registered investment advisor that is also registered as a broker dealer, with the exception of clients who have “wrap” accounts which have asset based fees with such dually registered investment advisor/ broker dealer) investments made has been delegated to the bank trust department. For purposes of this paragraph, “immediate family members” means such person’s spouse, parents, children, grandparents, grandchildren and any such person who is so related by marriage such that this includes “step-” and “-in law” relations as well as such persons so related by adoption. The amount of proceeds to the Company will not be affected by eliminating commissions and marketing support fees payable in connection with sales to investors described in this paragraph. In addition, Brokers that have a contractual arrangement with their clients for the payment of fees on terms that are inconsistent with the acceptance of all or a portion of the commissions and the marketing support fee may elect not to accept all or a portion of their compensation in the form of commissions and the marketing support fees offered by the Company for Shares that they sell. In that event, such Shares shall be sold to the investor net of some or all of the 7.0% commissions and the 3.0% marketing support fee at a per share purchase price as low as $9.00.
(d) In connection with the purchase and subsequent purchase of certain minimum numbers of Shares, the amount of commissions otherwise payable may be reduced in accordance with certain discounts for volume purchases as set forth in the Prospectus. It is the Broker’s responsibility to determine which investors qualify for such volume purchase discounts. To the extent an investor qualifies for a volume discount on a particular purchase, such investor’s subsequent purchases, regardless of the Shares subscribed for in such purchases, will also qualify for (i) that volume discount, or (ii) to the extent the subsequent purchase when aggregated with the prior purchases qualifies for a greater volume discount, such greater discounts. Any request to treat a subsequent purchase collectively for purposes of the volume discount must be made by Broker in writing in a form satisfactory to the Managing Dealer and must set forth the basis of such request. Any request to combine more than one subscription must be made in writing in a form satisfactory to the Managing Dealer and must set forth the basis for such request. Any such request will be subject to prior verification by the Broker that all of such subscriptions were made by a single investor. For purposes of volume discounts, all such Shares must be purchased through the same participating broker.
(e) Shareholders who elect to participate in the reinvestment plan as described in the Prospectus will be charged $9.50 per Share, and no commissions or marketing support fees will be paid to the Broker in connection with any Shares so purchased.
(f) Eligibility to receive the marketing support fee is conditioned upon the Broker’s compliance with one or more of the following conditions. Any determination regarding the Broker’s compliance with the listed conditions will be made by the Managing Dealer, in its sole discretion.
(1) The Broker has internal marketing support personnel (telemarketers, marketing director, etc.) who assist the Managing Dealer’s marketing team;
(2) The Broker has and uses internal marketing communications vehicle(s) to promote the Company. Vehicles may include, but are not restricted to, newsletters, conference calls, cassette tapes, internal mail, etc.;
(3) The Broker will respond to investors’ inquiries concerning monthly statements, valuations, distribution rates, tax information, annual reports, reinvestment and redemption rights and procedures, the financial status of the Company and the real estate markets in which the Company has invested;
(4) The Broker will assist investors with reinvestments and redemptions; and/or
(5) The Broker will provide other services requested by investors from time to time and will maintain the technology necessary to adequately service investors. (Initials)
(g) The Managing Dealer will reimburse the Participating Broker for bona fide due diligence expenses incurred by the Participating Broker in connection with the Offering. Such due diligence expense reimbursements will not exceed one-tenth of one percent (0.10%) of the selling price of each Share which is sold in the Offering.
Appears in 1 contract
Samples: Participating Broker Agreement (CNL Lifestyle Properties Inc)
Compensation of Broker. The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal of up to 7.06.0% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing Dealer, in its sole discretion, Dealer may reallow to the Broker, from its marketing support and due diligence expense reimbursement feereimbursements, up to an additional 0.50.05% on sales of Shares by such Broker, based on such factors Broker as the number of Shares sold by the Broker, the assistance of the Broker in marketing the Offering, and reimbursement for bona fide due diligence expenses incurred by the Broker, following such Broker's submission of invoices supporting such expenses. From its marketing support fee, the Managing Dealer may reallow to any Broker with whom it enters into a separate agreement relating to the marketing support fee of up to 1.5% on sales of Shares by such Broker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if the commission commissions or other compensation payable to any broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions or fees to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions and fees or may eliminate commissions and fees on certain sales of Shares, including the reduction or elimination of commissions and fees in accordance with with, and on the following paragraph terms set forth in, the Prospectus and the Paragraphs of this Section 2. Any .
(i) a registered principal or representative of the Managing Dealer or a Broker; (ii) employees, officers and directors of the Company or the Advisor, or of the Affiliates of either of the foregoing entities (and the immediate family members of any of the foregoing persons, provided that "immediate family members" means such reduction person's spouse, parents, children, grandparents, grandchildren and any such person who is so related by marriage such that this includes "step-" and "-in law" relations as well as such persons so related by adoption), and any Plan (as defined in the Prospectus) established exclusively for the benefit of such persons or elimination entities; (iii) a client of commissions will notan investment adviser registered under the Investment Advisers Act of 1940, howeveras amended, change or under applicable state securities laws; and (iv) a person investing in a bank trust account with respect to which the net proceeds to the Company.decision-making authority for investments made has been
Appears in 1 contract
Samples: Participating Broker Agreement (CNL Retirement Properties Inc)
Compensation of Broker. (a) The Managing Dealer shall pay reallow to the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal of up to seven percent (7.0% %) on completed sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The In addition, the Managing Dealer, in its sole discretion, Dealer may reallow to the Broker, from its a marketing support and due diligence expense reimbursement fee, fee of up to an additional 0.5% three percent (3.0%) on completed sales of Shares by such Broker, based on such factors to any Broker that agrees to use its internal marketing support personnel to assist the Managing Dealer’s marketing team and their internal marketing communication tools to promote the Company as the number of Shares sold by the Broker, the assistance of the Broker more specifically set forth in marketing the Offering, and bona fide due diligence expenses incurred by the BrokerSection 2(g) herein. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreementSubscription Agreement; provided, provided however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if to the extent the commission payable to any broker-broker dealer or salesman salesperson exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions and/or marketing support fees or may eliminate commissions such compensation on certain sales of Shares, including the reduction or elimination of commissions compensation in accordance with the following paragraph paragraphs of this Section 2. Any such reduction or elimination of commissions compensation will not, however, change the net proceeds to the Company.
(b) Notwithstanding anything to the contrary contained in this Section 2, in the event that the Managing Dealer reallows any commission and/or fees to the Broker for the sale of one or more Shares and the subscription is rescinded or rejected as to one or more of the Shares covered by such subscription, the Managing Dealer shall decrease the next payment of commissions or other compensation otherwise payable to the Broker by the Managing Dealer under this Agreement by an amount equal to the applicable rate established in Section 2 of this Agreement, multiplied by the price of the Shares as to which the subscription is rescinded or rejected, as applicable. In the event that no payment of commissions or other compensation is due to the Broker after such withdrawal occurs, the Broker shall pay the amount specified in the preceding sentence to the Managing Dealer within ten (10) days following mailing of notice to the Broker by the Managing Dealer stating the amount owed as a result of rescinded or rejected subscriptions.
(c) After such time (if any) that monies are deliverable to the Company by the Transfer Agent pursuant to the Escrow Agreement, the Broker may withhold the selling commissions and marketing support fees to which it is entitled from the purchase price for the Shares in the Offering and forward the balance to the Company’s Transfer Agent if it represents to the Managing Dealer that: (i) the Broker is legally permitted to do so; and (ii) (A) the Broker meets all applicable net capital requirements under the rules of FINRA or other applicable rules regarding such an arrangement; (B) the Broker has forwarded the Subscription Agreement to the Company’s Transfer Agent and received the Company’s written acceptance of the subscription prior to forwarding the purchase price for the Shares, net of the commissions and marketing support fees to which the Broker is entitled, to the Company’s Transfer Agent; and (C) the Broker has verified that there are sufficient funds in the investor’s account with the Broker to cover the entire cost of the subscription.
(d) The following persons and entities may purchase Shares net of all or a portion of the seven percent (7.0%) commissions and the three percent (3.0%) marketing support fee (assuming no other discounts apply): (i) the Company’s executive officers and directors and their immediate family members, (ii) officers and employees of the investment adviser(s) and investment sub-adviser(s), if any, to the Company (collectively, the “Advisor”), and its members and their affiliates and their immediate family members (including spouses, parents, grandparents, children and siblings); (iii) other individuals designated by the Company’s management; (iv) if approved by the Company’s board of directors, joint venture partners, consultants and other service providers; (v) a client of an investment adviser registered under the Investment Advisers Act of 1940, as amended, or under applicable state securities laws (other than any registered investment adviser that is also registered as a broker dealer, with the exception of clients who have “wrap” accounts which have asset based fees with such dually registered investment adviser/ broker dealer); and (vi) a person investing in a bank trust account with respect to which the decision-making authority for investments made has been delegated to the bank trust department. The amount of proceeds to the Company will not be affected by reducing or eliminating commissions and marketing support fees payable in connection with sales to investors described in this paragraph.
(e) In accordance with the volume discounts schedule set forth in the “Plan of Distribution” section of the Prospectus, the amount of selling commissions otherwise payable may be reduced or eliminated with respect to sales to a subscriber or group of subscribers based upon the aggregate of Shares purchased by such subscriber or group through the Broker. It is the Broker’s responsibility to determine which investors qualify for such volume purchase discounts. To the extent an investor qualifies for a volume discount on a particular purchase, such investor’s subsequent purchases, regardless of the Shares subscribed for in such purchases, will also qualify for: (i) that volume discount; or (ii) to the extent the subsequent purchase when aggregated with the prior purchases qualifies for a greater volume discount, such greater discounts. Any request to combine more than one subscription or to treat a subsequent purchase collectively for purposes of the volume discount must be made by the Broker in writing in a form satisfactory to the Managing Dealer and must set forth the basis of such request. Any such request will be subject to prior verification by the Broker that all of such subscriptions were made by a single “purchaser.” For purposes of determining the applicability of discounts, a single “purchaser” means: (i) an individual, his or her spouse, and their children under the age of 21, who purchase our Shares for their own accounts and all pension or trust funds established by each such individual; (ii) a corporation, partnership, association, joint-stock company, trust fund, or any organized group of persons, whether incorporated or not; (iii) an employee’s trust, pension, profit-sharing, or other employee benefit plan qualified under Section 401 of the Code; and (iv) all pension, trust, or other funds maintained by a given bank. For purposes of volume discounts, all such Shares must be purchased through the same Broker. Any such discounts will reduce the amount of compensation otherwise payable to the Broker.
(f) No commissions or marketing support fees will be paid to the Broker in connection with any Shares purchased through the Distribution Reinvestment Plan.
(g) Eligibility to receive the marketing support fee is conditioned upon the Broker’s compliance with one or more of the following conditions. Any determination regarding the Broker’s compliance with the listed conditions will be made by the Managing Dealer, in its sole discretion.
(i) The Broker has internal marketing support personnel (such as telemarketers, or a marketing director) to assist the Managing Dealer’s marketing team;
(ii) The Broker has and uses internal marketing communications vehicles, including, but not limited to, newsletters, conference calls, interactive CD-ROMs, digital media and internal mail to promote the Company and the Offering;
(iii) The Broker will answer investors’ inquiries concerning monthly statements, valuations, distribution rates, tax information, annual reports, reinvestment and redemption rights and procedures, and the financial status of the Company;
(iv) The Broker will assist investors with reinvestments and redemptions;
(v) The Broker will maintain the technology necessary to adequately service the Company’s investors as otherwise associated with the Offering; and
(vi) The Broker will provide other services requested by investors from time to time.
Appears in 1 contract
Samples: Participating Broker Agreement (CNL Healthcare Properties, Inc.)
Compensation of Broker. (a) The Managing Dealer shall pay reallow to the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal of up to seven percent (7.0% %) on completed sales of Shares by such Broker, as set forth in Exhibit A hereto, Broker subject to reduction as specified in this Section 2 and the Prospectus. The In addition, the Managing Dealer, in its sole discretion, Dealer may reallow to the Broker, from its a marketing support and due diligence expense reimbursement fee, fee of up to an additional 0.5% three percent (3.0%) on completed sales of Shares by such Broker, based on such factors to any Broker that agrees to use its internal marketing support personnel to assist the Managing Dealer’s marketing team and their internal marketing communication tools to promote the Company as the number of Shares sold by the Broker, the assistance of the Broker more specifically set forth in marketing the Offering, and bona fide due diligence expenses incurred by the BrokerSection 2(g) herein. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreementSubscription Agreement; provided, provided however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if to the extent the commission payable to any broker-broker dealer or salesman salesperson exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions and/or marketing support fees or may eliminate commissions such compensation on certain sales of Shares, including the reduction or elimination of commissions compensation in accordance with the following paragraph paragraphs of this Section 2. Any such reduction or elimination of commissions compensation will not, however, change the net proceeds to the Company.
(b) Notwithstanding anything to the contrary contained in this Section 2, in the event that the Managing Dealer reallows any commission and/or fees to the Broker for the sale of one or more Shares and the subscription is rescinded or rejected as to one or more of the Shares covered by such subscription, the Managing Dealer shall decrease the next payment of commissions or other compensation otherwise payable to the Broker by the Managing Dealer under this Agreement by an amount equal to the applicable rate established in Section 2 of this Agreement, multiplied by the price of the Shares as to which the subscription is rescinded or rejected, as applicable. In the event that no payment of commissions or other compensation is due to the Broker after such withdrawal occurs, the Broker shall pay the amount specified in the preceding sentence to the Managing Dealer within ten (10) days following mailing of notice to the Broker by the Managing Dealer stating the amount owed as a result of rescinded or rejected subscriptions.
(c) After such time (if any) that monies are deliverable to the Company by the Transfer Agent pursuant to the Escrow Agreement, the Broker may withhold the selling commissions and marketing support fees to which it is entitled from the purchase price for the Shares in the Offering and forward the balance to the Company’s Transfer Agent if it represents to the Managing Dealer that: (i) the Broker is legally permitted to do so; and (ii) (A) the Broker meets all applicable net capital requirements under the rules of FINRA or other applicable rules regarding such an arrangement; (B) the Broker has forwarded the Subscription Agreement to the Company’s Transfer Agent and received the Company’s written acceptance of the subscription prior to forwarding the purchase price for the Shares, net of the commissions and marketing support fees to which the Broker is entitled, to the Company’s Transfer Agent; and (C) the Broker has verified that there are sufficient funds in the investor’s account with the Broker to cover the entire cost of the subscription.
(d) The following persons and entities may purchase Shares net of all or a portion of the seven percent (7.0%) commissions and the three percent (3.0%) marketing support fee (assuming no other discounts apply): (i) the Company’s executive officers and directors and their immediate family members, (ii) officers and employees of the investment adviser(s) and investment sub-adviser(s), if any, to the Company (collectively, the “Advisor”), and its members and their affiliates and their immediate family members (including spouses, parents, grandparents, children and siblings); (iii) other individuals designated by the Company’s management; (iv) if approved by the Company’s board of directors, joint venture partners, consultants and other service providers. (v) a client of an investment adviser registered under the Investment Advisers Act of 1940, as amended, or under applicable state securities laws (other than any registered investment adviser that is also registered as a broker dealer, with the exception of clients who have “wrap” accounts which have asset based fees with such dually registered investment adviser/ broker dealer); and (vi) a person investing in a bank trust account with respect to which the decision-making authority for investments made has been delegated to the bank trust department. The amount of proceeds to the Company will not be affected by reducing or eliminating commissions and marketing support fees payable in connection with sales to investors described in this paragraph.
(e) In accordance with the volume discounts schedule set forth in the “Plan of Distribution” section of the Prospectus, the amount of selling commissions otherwise payable may be reduced or eliminated with respect to sales to a subscriber or group of subscribers based upon the aggregate of Shares purchased by such subscriber or group through the Broker. It is the Broker’s responsibility to determine which investors qualify for such volume purchase discounts. To the extent an investor qualifies for a volume discount on a particular purchase, such investor’s subsequent purchases, regardless of the Shares subscribed for in such purchases, will also qualify for: (i) that volume discount; or (ii) to the extent the subsequent purchase when aggregated with the prior purchases qualifies for a greater volume discount, such greater discounts. Any request to combine more than one subscription or to treat a subsequent purchase collectively for purposes of the volume discount must be made by the Broker in writing in a form satisfactory to the Managing Dealer and must set forth the basis of such request. Any such request will be subject to prior verification by the Broker that all of such subscriptions were made by a single “purchaser.” For purposes of determining the applicability of discounts, a single “purchaser” means: (i) an individual, his or her spouse, and their children under the age of 21, who purchase our Shares for their own accounts and all pension or trust funds established by each such individual; (ii) a corporation, partnership, association, joint-stock company, trust fund, or any organized group of persons, whether incorporated or not; (iii) an employee’s trust, pension, profit-sharing, or other employee benefit plan qualified under Section 401 of the Code; and (iv) all pension, trust, or other funds maintained by a given bank. For purposes of volume discounts, all such Shares must be purchased through the same Broker. Any such discounts will reduce the amount of compensation otherwise payable to the Broker.
(f) No commissions or marketing support fees will be paid to the Broker in connection with any Shares purchased through the Distribution Reinvestment Plan.
(g) Eligibility to receive the marketing support fee is conditioned upon the Broker’s compliance with one or more of the following conditions. Any determination regarding the Broker’s compliance with the listed conditions will be made by the Managing Dealer, in its sole discretion.
(i) The Broker has internal marketing support personnel (such as telemarketers, or a marketing director) to assist the Managing Dealer’s marketing team;
(ii) The Broker has and uses internal marketing communications vehicles, including, but not limited to, newsletters, conference calls, interactive CD-ROMs, digital media and internal mail to promote the Company and the Offering;
(iii) The Broker will answer investors’ inquiries concerning monthly statements, valuations, distribution rates, tax information, annual reports, reinvestment and redemption rights and procedures, and the financial status of the Company;
(iv) The Broker will assist investors with reinvestments and redemptions;
(v) The Broker will maintain the technology necessary to adequately service the Company’s investors as otherwise associated with the Offering; and
(vi) The Broker will provide other services requested by investors from time to time.
Appears in 1 contract
Samples: Participating Broker Agreement (CNL Properties Trust, Inc.)
Compensation of Broker. The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal to 7.0% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing Dealer, in its sole discretion, may reallow to the Broker, from its marketing support and due diligence expense reimbursement fee, up to an additional 0.5% on sales of Shares by such Broker, based on such factors as the number of Shares sold by the Broker, the assistance of the Broker in marketing the Offering, and bona fide due diligence expenses incurred by the Broker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until such time as subscriptions for a minimum of 250,000 Shares ($2,500,000), excluding subscriptions from Pennsylvania investors, have been received and approved by the Company, and deposited into the escrow account provided for in Paragraph 1(e) hereof; (iii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iiiiv) if the commission payable to any broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions or may eliminate commissions on certain sales of Shares, including the reduction or elimination of commissions in accordance with the following paragraph of this Section 2. Any such reduction or elimination of commissions will not, however, change the net proceeds to the Company.. The Company also shall issue to the Managing Dealer a warrant (the "Soliciting Dealer Warrants") for every 25 Shares sold through the Offering, up to a maximum of 600,000 Soliciting Dealer Warrants to purchase an equivalent number of shares of common stock of the Company. The Soliciting Dealer Warrants will be issued quarterly commencing 60 days after the date on which the Shares are first sold pursuant to the Offering. All or any part of such Soliciting Dealer Warrants may be reallowed to certain Brokers with prior written approval from, and
Appears in 1 contract
Samples: Participating Broker Agreement (CNL Health Care Properties Inc)
Compensation of Broker. The Managing Dealer shall pay the Broker, as compensation for all services to be rendered by the Broker hereunder, a commission equal of up to 7.06.0% on sales of Shares by such Broker, as set forth in Exhibit A hereto, subject to reduction as specified in this Section 2 and the Prospectus. The Managing Dealer, in its sole discretion, Dealer may reallow to the Broker, from its marketing support and due diligence expense reimbursement feereimbursements, up to an additional 0.50.1% on sales of Shares by such Broker, based on such factors Broker as the number of Shares sold by the Broker, the assistance of the Broker in marketing the Offering, and reimbursement for bona fide due diligence expenses incurred by the Broker, following such Broker's submission of invoices supporting such expenses. From its marketing support fee, the Managing Dealer may reallow to any Broker with whom it enters into a separate agreement relating to the marketing support fee up to 1.5% on sales of Shares by such Broker. Such commission rates shall remain in effect during the full term of this Agreement unless otherwise changed by a written agreement between the parties hereto. A sale of Shares shall be deemed to be completed only after the Company receives a properly completed subscription agreement for Shares from the Broker evidencing the fact that the investor had received a final Prospectus for a period of not less than five (5) full business days, together with payment of the full purchase price of each purchased Share from a buyer who satisfies each of the terms and conditions of the Registration Statement and Prospectus, and only after such subscription agreement has been accepted in writing by the Company. Such compensation shall be payable to the Broker by the Managing Dealer after such acceptance of the subscription agreement; provided, however, that compensation or commissions shall not be paid by the Managing Dealer: (i) other than from funds received as compensation or commissions from the Company for the sale of its Shares; (ii) until any and all compensation or commissions payable by the Company to the Managing Dealer have been received by the Managing Dealer; and (iii) if the commission commissions or other compensation payable to any broker-dealer or salesman exceeds the amount allowed by any regulatory agency. The Broker shall not reallow any commissions or fees to non-NASD members. The Company (and the Managing Dealer) may pay reduced commissions and fees or may eliminate commissions and fees on certain sales of Shares, including the reduction or elimination of commissions and fees in accordance with with, and on the following paragraph terms set forth in, the Prospectus and the Paragraphs of this Section 2. Any .
(i) a registered principal or representative of the Managing Dealer or a Broker; (ii) employees, officers and directors of the Company or the Advisor, or of the Affiliates of either of the foregoing entities (and the immediate family members of any of the foregoing persons, provided that "immediate family members" means such reduction or elimination of commissions will notperson's spouse, howeverparents, change the net proceeds to the Company.children, grandparents, grandchildren and any such person who is so related by marriage such that this includes "step-" and "-
Appears in 1 contract
Samples: Participating Broker Agreement (CNL Income Properties Inc)
