Dealer Manager Expenses. In addition to payment of the Company expenses, the Company shall reimburse the Dealer Manager as provided in the Prospectus for certain costs and expenses incident to the Offering, to the extent permitted pursuant to prevailing rules and regulations of FINRA, including expenses, fees and taxes incurred in connection with: (a) legal counsel to the Dealer Manager, including fees and expenses incurred prior to the Effective Date; (b) customary travel, lodging, meals and reasonable entertainment expenses incurred in connection with the Offering; (c) attendance at broker-dealer sponsored conferences, educational conferences sponsored by the Company, industry sponsored conferences and informational seminars; and (d) customary promotional items; provided, however, that, no costs and expenses shall be reimbursed by the Company pursuant to this Section 3.2 which would cause the total underwriting compensation paid in connection with the Offering to exceed 10% of the gross proceeds from the sale of the Primary Shares, excluding reimbursement of bona fide due diligence expenses as provided under Section 3.3.
Dealer Manager Expenses. In addition to payment of the Company expenses described in Section 5.1, the Company shall directly pay or reimburse the Dealer Manager as provided in the Prospectus for certain reasonable costs and expenses incident to the Offering if, when added to all of the other underwriting compensation being paid in connection with the Offering, such expenses are permitted to be reimbursed pursuant to prevailing FINRA Rules, including without limitation, expenses, fees and taxes incurred in connection with: (a) customary travel, lodging, meals and reasonable entertainment expenses incurred in connection with the Offering; (b) costs and expenses of conducting and/or attending educational conferences and seminars, attending broker-dealer sponsored conferences, industry sponsored conferences, informational seminars and educational conferences sponsored by the Company; (c) customary promotional items; (d) legal counsel to the Dealer Manager, including fees and expenses incurred prior to the Effective Date, provided such fees and expenses are reasonable, relate to the Dealer Manager and the Offering, and do not exceed $150,000, unless consented to by the Company; and (e) non-accountable due diligence expenses in connection with the Offering, provided, however, that when aggregated with all other non-accountable expenses incurred in connection with the Offering, such non-accountable due diligence expense amount does not exceed 3.0% of the gross proceeds from the Offering. Any expenses reimbursed pursuant to this Section 5.2 will be reimbursed to the Dealer Manager within thirty (30) days of the Dealer Manager’s presentation of a detailed and itemized invoice or receipt or such other documentation as the Company may deem acceptable for such expenses to the Company.
Dealer Manager Expenses. The Dealer Manager will pay for all of its own personnel costs and all expenses necessary for the Dealer Manager to remain in compliance with any applicable FINRA rules or federal or state laws, rules or regulations in order to participate in the Offering as a broker-dealer.
Dealer Manager Expenses. In addition to payment of the Company expenses, the Company shall reimburse the Dealer Manager, or pay directly, as provided in the Prospectus for certain costs and expenses incident to the Offering, to the extent permitted pursuant to prevailing rules and regulations of FINRA, including without limitation, the reasonable expenses, fees and taxes incurred in connection with: (a) legal counsel to the Dealer Manager, including fees and expenses incurred prior to the Effective Date, provided such fees and expenses are incurred in relation to the Dealer Manager (including reasonable legal fees and other disbursements of counsel relating thereto); (b) customary travel, lodging, meals and reasonable entertainment expenses incurred in connection with the Offering; (c) attendance at broker-dealer sponsored conferences, educational conferences sponsored by the Company, industry sponsored conferences and informational seminars; (d) non-accountable due diligence fees incurred by the Dealer Manager or a Participating Dealer and (e) customary promotional items. Total underwriting compensation payable to the Dealer Manager by the Company and other entities affiliated with the Company shall not exceed 10% of the aggregate gross proceeds from the sale of Offered Shares; however, total underwriting compensation payable by the Company shall not exceed 8.0% of the aggregate gross proceeds from the sale of the Offered Shares.
Dealer Manager Expenses. In addition to payment of the Fund expenses as provided under Section 3.1, the Fund shall reimburse the Dealer Manager as provided in the Prospectus for certain costs and expenses incident to the Offering, to the extent permitted pursuant to prevailing rules and regulations of FINRA, including expenses, fees and taxes incurred in connection with: (a) customary travel, lodging, meals and reasonable entertainment expenses incurred in connection with the Offering; (b) attendance at broker-dealer sponsored conferences, educational conferences sponsored by the Fund, industry sponsored conferences and informational seminars; (c) due diligence expenses; and (d) customary promotional items; provided, however, that, no costs and expenses shall be reimbursed by the Fund pursuant to this Section 3.2 which would cause the total underwriting compensation paid in connection with the Offering to exceed 8% of the gross proceeds from the sale of Shares.
Dealer Manager Expenses. Dealer-Manager will pay all of its costs and expenses (other than expenses which one or more dealers may bear pursuant to any agreement with Dealer-Manager) incurred by it in connection with the performance of its distribution duties hereunder.
Dealer Manager Expenses. In addition to payment of the Company expenses, the Company shall reimburse the Dealer Manager as provided in the Prospectus for certain costs and expenses incident to the Offering, to the extent permitted pursuant to prevailing rules and regulations of FINRA, including expenses, fees and taxes incurred in connection with: (a) attendance at broker-dealer sponsored conferences, educational conferences sponsored by the Company, industry sponsored conferences and informational seminars; (b) legal fees and expenses of counsel to the dealer manager; and (c) customary promotional items; provided, however, that, no costs and expenses shall be reimbursed by the Company pursuant to this Section 3.2 which would cause the total underwriting compensation paid in connection with the Offering to exceed 10% of the gross proceeds from the sale of the Units, excluding reimbursement of bona fide due diligence expenses as provided under Section 3.3.
Dealer Manager Expenses. In addition to payment of the Company expenses, the Company shall reimburse the Dealer Manager as provided in the Prospectus for certain costs and expenses incident to the Offering, to the extent permitted pursuant to prevailing rules and regulations of FINRA, including without limitation, the reasonable expenses, fees and taxes incurred in connection with: (a) legal counsel to the Dealer Manager, including fees and expenses incurred prior to the Effective Date, provided such fees and expenses are incurred in relation to the Dealer Manager and provided further that such fees and expenses do not exceed $200,000; (b) customary travel, lodging, meals and reasonable entertainment expenses incurred in connection with the Offering; (c) attendance at broker-dealer sponsored conferences, educational conferences sponsored by the Company, industry sponsored conferences and informational seminars; and (d) customary promotional items.
Dealer Manager Expenses. The Company shall reimburse the Dealer Manager for all costs and expenses reimbursable to the Dealer Manager incurred prior to the date hereof. During the term hereof, the Company shall reimburse the Dealer Manager for all actual, out-of-pocket expenses incurred by the Dealer Manager in connection with the following: (i) costs and expenses of conducting educational conferences and seminars, attending and/or sponsoring broker-dealer sponsored conferences, industry sponsored conferences, informational seminars and educational conferences sponsored by the Company, (ii) reasonable non-accountable diligence expenses and reasonable bona fide due diligence expenses, including expenses associated with third-party due diligence reports and expenses related to the due diligence and third party training and training-related materials, education forums, and Participating Dealer or Participating Adviser conference fees, set forth in an itemized and detailed invoice provided to the Company (including reasonable travel, lodging and meal expenses and other reasonable out-of-pocket expenses incurred by the Dealer Manager or any Participating Dealer, registered investment adviser or other financial institution or intermediary and their personnel), (iii) customary promotional items, (iv) fees and expenses of legal counsel to the Dealer Manager, and (v) technology-related costs and expenses associated with the initial integration of the Offering, and costs and expenses associated with providing information regarding the Shares. (collectively, “Reimbursable Expenses”). Any Reimbursable Expenses reimbursed pursuant to this Section 7(f) will be reimbursed to the Dealer Manager within thirty (30) days of the Dealer Manager’s presentation to the Company of an itemized invoice or receipt or such other documentation as the Company may deem reasonably acceptable for such Reimbursable Expenses.
Dealer Manager Expenses. In addition to payment of the Company expenses described in Section 3.1, the Company shall as reasonably requested by the Dealer Manager directly pay or reimburse the Dealer Manager as provided in the Prospectus for certain costs and expenses incident to the Offering, to the extent permitted pursuant to prevailing rules and regulations of FINRA, including expenses, fees and taxes incurred in connection with: (a) customary travel, lodging, meals and reasonable entertainment expenses incurred in connection with the Offering; (b) costs and expenses of conducting educational conferences and seminars, attending broker-dealer sponsored conferences, industry sponsored conferences, informational seminars and educational conferences sponsored by the Company; (c) customary promotional items; (d) legal counsel to the Dealer Manager, including fees and expenses incurred prior to the Effective Date, provided such fees and expenses are incurred in relation to the Dealer Manager and provided further that such fees and expenses do not exceed $105,000; and (e) non-accountable due diligence expenses that do not exceed 3% of offering proceeds; provided, however, that, no costs and expenses shall be reimbursed by the Company pursuant to this Section 3.2 which would cause the total underwriting compensation paid in connection with the Offering to exceed 10.0% of the gross proceeds from the sale of the Primary Shares as of the end of the applicable time period prescribed by applicable FINRA rules or regulations, excluding reimbursement of bona fide due diligence expenses as provided under Section 3.3. Any expenses reimbursed pursuant to this Section 3.2 will be reimbursed to the Dealer Manager within thirty (30) days of the Dealer Manager’s presentation of a detailed and itemized invoice or receipt or such other documentation as the Company may deem acceptable for such expenses to the Company. Notwithstanding anything herein to the contrary, the amount of all items of compensation, including all payments and expense reimbursements from any source payable to underwriters, or to the extent for underwriter related services, to affiliates thereof, will not exceed an amount that equals 10% of the gross proceeds of the offering, including but not limited to the compensation described in Section 3.1 herein and this Section 3.2. The Dealer Manager will provide to SCAS and the Company a five year forecast of estimated costs and expenses that the Dealer Manager will incur for its providi...
