Dealer Manager Fee Clause Samples
The Dealer Manager Fee clause defines the compensation that will be paid to the dealer manager for their services in connection with a particular transaction, such as a securities offering or tender offer. Typically, this fee is calculated as a percentage of the total value of securities sold or managed, and the clause may specify the timing and method of payment. Its core practical function is to clearly establish the financial terms for the dealer manager’s involvement, ensuring transparency and preventing disputes over compensation.
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Dealer Manager Fee. The dealer manager fee payable to the Dealer Manager for serving as the dealer manager for the Offering and reallowable to Soliciting Dealers with respect to Shares sold by them, as described in the Corporation’s Prospectus.
Dealer Manager Fee. Up to 2.5% of Gross Proceeds from the sale of primary shares in the Offering (not including Shares sold pursuant to the Corporation’s distribution reinvestment plan) payable to the Dealer Manager for serving as the dealer manager of the Offering.
Dealer Manager Fee. Subject to special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 5.2, the Company will pay to the Dealer Manager a dealer manager fee in the amount of 3.0% of the gross proceeds from the sale of the Primary Shares (the “Dealer Manager Fee”), a portion of which may be reallowed to Participating Dealers (as described more fully in the Participating Dealer Agreement entered into with such Participating Dealer), which reallowance, if any, shall be determined by the Dealer Manager in its discretion based on factors including, but not limited to, the number of shares sold by such Participating Dealer, the assistance of such Participating Dealer in marketing the Offering and due diligence expenses incurred, and the extent to which similar fees are reallowed to participating broker-dealers in similar offerings being conducted during the Offering Period; provided, however, that no Dealer Manager Fee shall be payable in respect of the purchase of Primary Shares by an officer or director of the Company, or by officers and employees the Advisor and the Advisor’s affiliates.
Dealer Manager Fee. The dealer manager fee payable to the Dealer Manager as described in the Prospectus.
Dealer Manager Fee. Subject to the reduction provisions relating to the D/M Fee Reallowance below, the Company will pay to the Dealer Manager a dealer manager fee equal to 1/365th of 0.55% of the Company’s NAV each day during the term of this Agreement (the “Dealer Manager Fee”); provided, however, that the Primary Shares sold during the Minimum Offering period shall not begin to accrue any Dealer Manager Fees until the date upon which the Company has received and accepted subscriptions for the Minimum Offering and released the proceeds from such subscriptions from the Escrow Account. The Dealer Manager may reallow a portion of the Dealer Manager Fee equal to an amount up to 1/365th of 0.20% of the Company’s NAV for such day (the “Reallowable Amount”) in the event one or more Participating Broker-Dealer Agreements provide for such a reallowance (the amount reallowed being referred to as the “D/M Fee Reallowance”); provided, however, that any such D/M Fee Reallowance shall have been approved by the Company prior to execution of such Participating Broker-Dealer Agreement. No later than the 15th day following the end of each calendar quarter, the Dealer Manager shall provide a statement to the Company showing the amount of the D/M Fee Reallowance and the Reallowable Amount for such quarter. To the extent the Dealer Manager does not reallow all of the Reallowable Amount in a given quarter, the Dealer Manager Fee for such quarter shall be reduced by 72% of the difference between the Reallowable Amount and the D/M Fee Reallowance. The Company will pay the Dealer Manager Fee to the Dealer Manager on a quarterly basis in arrears not later than 30 calendar days after the end of each quarter. The Dealer Manager will not be entitled to receive Dealer Manager Fees after the earlier of: (i) the date on which the aggregate selling commissions, Distribution Fees, Dealer Manager Fees and all other forms of underwriting compensation (as defined in accordance with applicable FINRA rules) received by the Dealer Manager and all Participating Broker-Dealers exceeds 10.0% of the gross proceeds raised from the sale of Primary Shares in the Offering, and (ii) the thirty-year anniversary of the commencement of the Offering.
Dealer Manager Fee. In addition, as set forth in the Prospectus, the Dealer Manager, in its sole discretion, may reallow a portion of the dealer manager fee described in the Prospectus (the “Dealer Manager Fee”) to Participating Dealer as marketing fees or to defray other distribution-related expenses. Such reallowance, if any, shall be determined by the Dealer Manager in its sole discretion based on factors including, but not limited to, the number of Primary Shares sold by Participating Dealer, the assistance of Participating Dealer in marketing the Offering and due diligence expenses incurred, the extent to which similar fees are reallowed to participating broker-dealers in similar offerings being conducted during the Offering and the level of services that the Participating Dealer performs in connection with the distribution of the Primary Shares, including ministerial, record-keeping, sub-accounting, stockholder services and other administrative services; provided, however, that Participating Dealer will not be entitled to receive Dealer Manager Fees which would cause the aggregate amount of selling commissions, Dealer Manager Fees and all other forms of underwriting compensation (as defined in accordance with applicable rules of the Financial Industry Regulatory Authority, Inc., (“FINRA”) received by the Dealer Manager and all Participating Dealers to exceed 10.0% of the gross proceeds raised from the sale of Primary Shares in the Offering. The Dealer Manager’s reallowance of Dealer Manager Fees to Participating Dealer shall be described in Schedule 1 to this Agreement.
Dealer Manager Fee. Subject to volume discounts and other special circumstances described in or otherwise provided for in the “Plan of Distribution” section of the Prospectus or this Section 5.1, the Company will pay to the Dealer Manager a dealer manager fee in the amount of 3.0% of the gross proceeds from the sale of Class A and Class T Shares (the “Dealer Manager Fee”), a portion of which may be reallowed to Participating Dealers (as described more fully in the Participating Dealer Agreement entered into with such Participating Dealer), which reallowance, if any, shall be determined by the Dealer Manager in its discretion based on factors including, but not limited to, the number of shares sold by such Participating Dealer, the assistance of such Participating Dealer in marketing the Offering and due diligence expenses incurred, and the extent to which similar fees are reallowed to participating broker-dealers in similar offerings being conducted during the Offering Period, as defined hereafter in Section 10.1.
Dealer Manager Fee. Subject to §3.03(a)(1), the Dealer-Manager shall receive on each Unit sold to investors:
Dealer Manager Fee. Subject to special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 5.2, the Company will pay to the Dealer Manager a dealer manager fee in an amount of 3.0% of the gross proceeds from the sale of the Class A Shares sold in the primary offering and an amount of 2.75% of the gross proceeds from the sale of Class T Shares sold in the primary offering (the “Dealer Manager Fee”), a portion of which may be reallowed to Participating Dealers (as described more fully in the Participating Dealer Agreement entered into with such Participating Dealer), which reallowance, if any, shall be determined by the Dealer Manager in its discretion based on factors including, but not limited to, the number of shares sold by such Participating Dealer, the assistance of such Participating Dealer in marketing the Offering and due diligence expenses incurred, and the extent to which similar fees are reallowed to participating broker-dealers in similar offerings being conducted during the Offering Period; provided, however, that no Dealer Manager Fee shall be payable in respect of the purchase of Class A Shares in the primary offering by an officer or director of the Company, or by officers and employees the Advisor and the Advisor’s affiliates. The Company will not pay the Dealer Manager Fee in respect of the purchase of any DRIP Shares.
Dealer Manager Fee. The Company shall pay to the Dealer Manager a nonaccountable fee for expenses incurred in selling and marketing the Units, including wholesaling expenses, which fee shall be equal to two percent (2.0%) of the selling price of each Unit for which a sale is completed, regardless of whether such Unit is sold by the Dealer Manager or a Participating Broker.
