Distribution and Shareholder Servicing Fee. The terms and conditions of the annual distribution and shareholder servicing Fee (“Distribution Fee”) are subject to the Prospectus as may be amended or supplemented from time to time. If the Broker elects to sell Class T Shares and/or Class D Shares, the Managing Dealer may reallow to the Broker a Distribution Fee in an amount described below, for each Class T Share or Class D Share, as applicable, sold by the Broker in the Offering during the term of this Agreement. The Distribution Fee will accrue daily and will be paid monthly in arrears as described in the Prospectus. 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. Payment of the Distribution Fee by the Company is subject to the terms and conditions of the Company’s Distribution and Shareholder Servicing Plan filed with the Company’s Registration Statement. Eligibility to receive the Distribution Fee for Class T Shares and/or Class D Shares is conditioned upon: (i) payment through an existing Participating Broker Agreement or other ongoing shareholder servicing agreement between the Managing Dealer and the Broker, (ii) the provision of on-going services with respect to the Shares by the Broker, which may include ongoing account maintenance, assistance with recordkeeping, assistance with distributions payments and reinvestment decisions, assistance with Share repurchase requests, assistance with Share conversion processing, or providing such other similar services as the shareholder may reasonably require in connection with investment in the class of Shares, and (iii) acting as broker-dealer of record with respect to such Shares (in which case the Broker agrees to promptly notify the Managing Dealer in writing if it is no longer the broker-dealer of record with respect to some or all of the Shares) or, if not acting as broker-dealer of record, otherwise providing advanced written confirmation to the Managing Dealer that it performed or arranged for provision of shareholder services to be provided to the account with respect to the Shares. In connection with this provision, the Broker agrees to reasonably cooperate to provide certification to the Company, the Managing Dealer, and its agents (including its auditors) confirming the provision services to each particular class of shareholder upon reasonable request. The Broker hereby represents by its acceptance of each payment of the Distribution Fee tha...
Distribution and Shareholder Servicing Fee. Upon the terms set forth in the Prospectus and with respect to Class T Shares purchased in the primary offering only, and for providing the services set forth on Exhibit B to this Agreement, the Dealer Manager will receive a distribution and shareholder servicing fee that accrues daily in an amount equal to 1/365th of 1.125% of the purchase price per Class T Share (or, once reported, the estimated value per Class T Share) on a continuous basis from year to year, which will be paid monthly in arrears (the “Distribution and Shareholder Servicing Fee”). The Dealer Manager will reallow 88.89% of the Distribution and Shareholder Servicing Fee (i.e., 1.0% of 1.125%) to Participating Dealers (as described more fully in the Participating Dealer Agreement entered into with such Participating Dealer). The Distribution and Shareholder Servicing Fee shall not begin to accrue until the date upon which the Company has received and accepted subscriptions for the Minimum Offering and the Escrow Agent has released proceeds from the Escrow Account to the Company. The Distribution and Shareholder Servicing Fee will not be payable with respect to DRIP Shares. The Company will cease paying the Distribution and Shareholder Servicing Fee (and cease deducting the Distribution and Shareholder Servicing Fee from amounts otherwise available for distribution to a holder of a Class T Share) with respect to a Class T Share sold in the primary offering at the earlier of: (i) the date at which the aggregate underwriting compensation from all sources equals 10% of the gross proceeds from the sale of Primary Shares; (ii) the sixth anniversary of the last day of the fiscal quarter in which the initial public offering (excluding the Company’s distribution reinvestment plan) terminates; (iii) the end of the month in which the Company’s transfer agent, on behalf of the Company, determines that total underwriting compensation, including selling commissions, dealer manager fees, the Distribution and Shareholder Servicing Fee and other elements of underwriting compensation with respect to such Class T Share, would be in excess of 10% of the total gross investment amount at the time of purchase of such Class T Share in the primary offering; and (iv) the sale of the Company or the sale of all or substantially all of the Company’s assets.
Distribution and Shareholder Servicing Fee. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which the Company may be amend or supplement from time to time and subject to the Company’s Distribution and Shareholder Servicing Plan, the Managing Dealer may agree to reallow to the Broker, as compensation for the sale of Shares in the Offering and for ongoing shareholder services, all or a portion of the annual distribution and shareholder servicing fee (the “Distribution Fee”) received by the Managing Dealer as described in the Managing Dealer Agreement and the Prospectus with respect to the Class T Shares and/or the Class D Shares sold in the Offering by the Broker during the term of this Agreement if the Broker has elected to sell Class T Shares or Class D Shares, as applicable, and has executed the addendum to this Agreement attached as Schedule I to this Agreement, which sets forth the terms and conditions of the Managing Dealer’s reallowance of the Distribution Fee to Broker. The Distribution Fee will be based the then-current Primary Offering price (or, once reported, the amount of the most recent reported net asset value per Share) per Class T Share and Class D Share. The Broker shall not receive reallowance of Distribution Fees for sales of any Class I or Class A Shares in the Primary Offering or pursuant to the Distribution Reinvestment Plan.
Distribution and Shareholder Servicing Fee o Check this box if, beginning the second calendar quarter after the close of Feeder Fund T’s primary offering, the Selected Dealer qualifies to receive the quarterly Distribution and Shareholder Servicing Fee in an amount and manner as described and set forth in the “The Offering/Plan of Distribution” section of Feeder Fund T’s prospectus, subject to the conditions set forth in Section 6(d) of the Selected Dealer Agreement.
Distribution and Shareholder Servicing Fee. By checking above for CCIF 2016 T, Selected Dealer qualifies to receive the quarterly Distribution and Shareholder Servicing Fee in an amount and manner as described and set forth in the Selected Dealer Agreement and the “Plan of Distribution” section of CCIF 2016 T’s Prospectus. To the extent that terms related to the calculation or payment of a Distribution and Shareholder Servicing Fee as set forth in an Acceptance or in the Selected Dealer Agreement conflict with the terms set forth in the “Plan of Distribution” section of the applicable Feeder Fund’s Prospectus, the latter shall control and supersede any terms to the contrary. o CHECK THIS BOX IF THE SELECTED DEALER AGREES TO PARTICIPATE IN XXXXX CREDIT INCOME FUND 2018 T (“CCIF 2018 T”) The following reflects the Selling Commission, Marketing Fee and/or the Distribution and Shareholder Servicing Fee as agreed upon between the Dealer Manager and the Selected Dealer in connection with sales of Shares of CCIF 2018 T, excluding Shares issued under CCIF 2018 T’s DRIP.
Distribution and Shareholder Servicing Fee. By checking above for CCIF 2018 T, Selected Dealer qualifies to receive the quarterly Distribution and Shareholder Servicing Fee in an amount and manner as described and set forth in the Selected Dealer Agreement and the “Plan of Distribution” section of CCIF 2018 T’s Prospectus. To the extent that terms related to the calculation or payment of a Distribution and Shareholder Servicing Fee as set forth in an Acceptance or in the Selected Dealer Agreement conflict with the terms set forth in the “Plan of Distribution” section of the applicable Feeder Fund’s Prospectus, the latter shall control and supersede any terms to the contrary. o CHECK THIS BOX IF THE SELECTED DEALER AGREES TO PARTICIPATE IN XXXXX CREDIT INCOME FUND – I (“CCIF – I”) Subject to the terms and conditions set forth in the Selected Dealer Agreement and the Dealer Manager Agreement and, subject to any other special circumstances described in the “Plan of Distribution” section of CCIF – I’s Prospectus, Dealer Manager may pay a portion of the Dealer Manager fee as a Marketing Fee reallowance to the Selected Dealer which is based on a percentage of the gross proceeds from the Shares sold by it and accepted and confirmed by CCIF – I as detailed below. The following reflects the Marketing Fee as agreed upon between the Dealer Manager and the Selected Dealer in connection with sales of Shares of CCIF - I, excluding Shares issued under CCIF – I’s DRIP.
Distribution and Shareholder Servicing Fee. Subject to FINRA limitations on underwriting compensation, the Company will pay the Dealer Manager a distribution and shareholder servicing fee (the “Distribution and Shareholder Servicing Fee”) for services and expenses related to the marketing, sale and distribution of Class T, Class S and Class D Shares and for providing shareholder services, which may include ongoing account maintenance, assistance with recordkeeping, assistance with distribution payments and reinvestment decisions, assistance with share repurchase requests and other similar services as may be reasonably requested by the stockholder in connection with their investment. The Distribution and Shareholder Servicing Fee will accrue daily, as provided in the “Description of Shares” section of the Prospectus, and will be paid monthly in arrears. The Distribution and Shareholder Servicing Fee will be paid with respect to Class T, Class S and Class D Shares, in an amount equal to:
(i) with respect to each outstanding Class T Share, 1/365th of 1.0% of the transaction price per Class T Share for each day, consisting of an advisor distribution and shareholder servicing fee of 1/365th of 0.75% and a dealer distribution and shareholder servicing fee of 1/365th of 0.25%, provided that with respect to Class T Shares sold through certain Dealers, these may be different amounts so long as the aggregate distribution and servicing fee shall always equal 1.0%;
(ii) with respect to each outstanding Class S Share, 1/365th of 1.0% of the transaction price per Class S Share for each day; and
(iii) with respect to each outstanding Class D Share, 1/365th of 0.25% of the transaction price per Class D Share for each day. The Dealer Manager will reallow the Distribution and Shareholder Servicing Fee to the Dealer who initially sold the Class T, Class S or Class D Shares giving rise to such fee; provided, however, that, if the Dealer Manager is notified that the Dealer who sold such Class T, Class S or Class D Shares is no longer the broker-dealer of record with respect to such Class T, Class S or Class D Shares, then such Dealer’s entitlement to the distribution and shareholder servicing fees related to such Class T, Class S or Class D Shares shall cease, and such Dealer shall not receive the Distribution and Shareholder Servicing Fee for any portion of the month in which such Dealer is not the broker-dealer of record on the last day of the month. Thereafter, such Distribution and Shareholder Servicing Fee may be r...
Distribution and Shareholder Servicing 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 distribution and shareholder servicing fee of 1.0% of the purchase price per share (or the then-current estimated value per share) for Class C Shares purchased in the primary offering; provided, however, that no distribution and shareholder servicing fee shall be payable with respect to the Class C Shares sold in the primary offering on the date at which, in the aggregate, underwriting compensation from all sources, including the distribution and shareholder servicing fee, underwriting compensation paid by the sponsors and their affiliates and any non-accountable expense reimbursement of cumulative organization and offering expenses, which will be deemed additional underwriting compensation pursuant to FINRA, Rule 2310, equals 10.0% of the gross proceeds raised from the primary offering. The Dealer Manager will reallow the ongoing distribution and shareholder servicing fee to the Participating Dealer who initially sold the Class C Shares to a stockholder or, if applicable, to a subsequent broker-dealer of record of the Class C Shares so long as the subsequent broker-dealer is a party to a Participating Dealer Agreement with the Dealer Manager that provides for such allowance. The Company will not pay the distribution and shareholder servicing fee in respect of the Class A Shares sold in the Offering or the Class C Shares sold pursuant to the Company’s distribution reinvestment plan.
Distribution and Shareholder Servicing Fee. Subject to special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus, Participating Dealer’s distribution and shareholder servicing fee applicable to Class C Shares sold in the primary offering by Participating Dealer which it is authorized to sell hereunder is 1.0% of the purchase price per share (or the then-current estimated value per share) for Class C Shares purchased in the primary offering. Participating Dealer hereby waives any and all rights to receive payment of the distribution and shareholder servicing fee due until such time as the Dealer Manager is in receipt of such distribution and shareholder servicing fee from the Company. Participating Dealer affirms that the Dealer Manager’s liability for the distribution and shareholder servicing fee payable to Participating Dealer is limited solely to the distribution and shareholder servicing fee received by the Dealer Manager from the Company associated with Participating Dealer’s sale of Class C Shares in the primary offering.
Distribution and Shareholder Servicing Fee. The Managing Dealer is eligible to receive a distribution and shareholder servicing fee, subject to certain limits, with respect to our Class T and Class D shares sold in the Public Offerings (excluding Class T shares and Class D shares sold through our distribution reinvestment plan and those received as share distributions) in an amount equal to 1.00% and 0.50%, respectively, of the current net asset value per share. We incurred distribution and shareholder servicing fees of approximately $0.3 million during each of the quarters ended June 30, 2024 and 2023 and approximately $0.6 million during each of the six months ended June 30, 2024 and 2023.
