Compensation and Fees (a) As Dealer-Manager you shall receive from the Managing General Partner the following compensation, based on each Unit sold to investors in a Partnership whose subscriptions for Units are accepted by the Managing General Partner:
(i) a 2.5% Dealer-Manager fee;
(ii) a 7% Sales Commission; and
(iii) an up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses.
(b) All of the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses shall be reallowed to the Selling Agents, and all or a portion of the 7% Sales Commission shall be reallowed to the Selling Agents as described in the Selling Agent Agreement with each Selling Agent. A portion of the balance of the 2.5% Dealer-Manager fee may be reallowed to the wholesalers as wholesaling fees for subscriptions obtained through their efforts. However, you may reduce the wholesaling fees by any reimbursements made by the Managing General Partner or the Partnership for expenses which are received by the wholesalers in connection with the Program or expenses which are owed by the wholesalers to the Managing General Partner or the Partnership in connection with the Program. Also, you may use a portion of your Dealer-Manager fee to pay for permissible non-cash compensation. Under Rule 2810 of the NASD Conduct Rules, non-cash compensation means any form of compensation received in connection with the sale of the units that is not cash compensation, including but not limited to merchandise, gifts and prizes, travel expenses, meals and lodging. Permissible non-cash compensation includes the following:
(i) an accountable reimbursement for training and education meetings for associated persons of the selling agents;
(ii) gifts that do not exceed $100 per year and are not preconditioned on achievement of a sales target;
(iii) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment which is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and
(iv) contributions to a non-cash compensation arrangement between a selling agent and its associated persons, provided that neither the managing general partner nor the dealer-manager directly or indirectly participates in the selling agent’s organization of a permissible non-cash compensation arrangement. In no event shall a selling agent receive non-cash compensation and a marketing fee if it represents more than .5% per unit. You shall retain any of the 7% Sales Commission and the 2.5% Dealer-Manager fee not reallowed to the Selling Agents or the wholesalers. You are responsible for ensuring that all non-cash compensation arrangements comply with NASD Conduct Rule 2810. For example, payments or reimbursements by you or the Managing General Partner may be made in connection with meetings held by you or the Managing General Partner for the purpose of training or education of registered representatives of a Selling Agent, only if the following conditions are met:
(i) the registered representative obtains his Selling Agent’s prior approval to attend the meeting and attendance by the registered representative is not conditioned by his Selling Agent on the achievement of a sales target;
(ii) the location of the training and education meeting is appropriate to the purpose of the meeting as defined in NASD Conduct Rule 2810;
(iii) the payment or reimbursement is not applied to the expenses of guests of the registered representative;
(iv) the payment or reimbursement by you or the Managing General Partner is not conditioned by you or the Managing General Partner on the achievement of a sales target; and
(v) the recordkeeping requirements are met.
(c) Notwithstanding the foregoing:
(i) the Managing General Partner, its officers, directors, and affiliates, and investors who buy Units through the officers and directors of the Managing General Partner may subscribe to Units for a subscription price reduced by the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall not be paid to you; and
(ii) registered investment advisors and their clients and Selling Agents and their registered representatives and principals may subscribe to Units for a subscription price reduced by the 7% Sales Commission, which shall not be paid to you, although their subscription price shall not be reduced by the 2.5% Dealer-Manager fee and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses, which shall be paid to you. No more than 5% of the total Units sold in the Partnerships shall be sold, in the aggregate, with the discounts described above.
(d) Pending receipt and acceptance by the Managing General Partner of the minimum subscription proceeds of $2,000,000 in each Partnership, excluding any optional subscription of the Managing General Partner and its Affiliates and the subscription discounts set forth in Section 4(c) of this Agreement, all proceeds received by you from the sale of Units in each Partnership shall be held in a separate interest bearing escrow account as provided in Section 15 of this Agreement. Unless at least the minimum subscription proceeds of $2,000,000 as described above are received on or before the Offering Termination Date of a Partnership as described in Section 1 of this Agreement, the offering of Units in that Partnership shall be terminated, in which event:
(i) the 2.5% Dealer-Manager fee, the 7% Sales Commission and the up to .5% reimbursement of the Selling Agents’ bona fide due diligence expenses set forth in Section 4(a) of this Agreement shall not be payable to you;
(ii) all funds advanced by subscribers shall be returned to them with interest earned; and
(iii) you shall deliver a termination letter in the form provided to you by the Managing General Partner to each of the subscribers and to each of the offerees previously solicited by you and the Selling Agents in connection with the offering of the Units.
(e) Except as otherwise provided below, the fees, reimbursements, and Sales Commissions set forth in Section 4(a) of this Agreement shall be paid to you within five business days after the following:
(i) at least the minimum subscription proceeds of $2,000,000 as described above have been received by the respective Partnership and accepted by the respective Partnership; and
(ii) the subscription proceeds have been released from the escrow account to the respective Partnership. You shall reallow to the Selling Agents and the wholesalers their respective fees, reimbursements, and Sales Commissions as set forth in Section 4(b) of this Agreement. Thereafter, your fees, reimbursements and Sales Commissions shall be paid to you and shall be reallowed to the Selling Agents and wholesalers as described above approximately every two weeks until the Offering Termination Date for the respective Partnership. All your remaining fees, reimbursements, and Sales Commissions shall be paid to you by the Managing General Partner no later than fourteen business days after the Offering Termination Date for the respective Partnership.
Tuition and Fees The School Corporation shall not charge tuition to any student, other than a non-resident student in accordance with § 38-1802.06(e) of the Act, unless such student would otherwise be liable for tuition costs under the Act. The School Corporation shall not charge for participation in the School’s credit recovery program any student who is not liable for tuition costs under the Act, should the school operate such a program. The School Corporation may charge reasonable fees or other payment for after school programs, field trips, or similar non-mandatory student activities.
Points and Fees No Mortgagor was charged “points and fees” (whether or not financed) in an amount greater than (i) $1,000, or (ii) 5% of the principal amount of such Mortgage Loan, whichever is greater. For purposes of this representation, such 5% limitation is calculated in accordance with Xxxxxx Mae’s anti-predatory lending requirements as set forth in the Xxxxxx Xxx Guides and “points and fees” (x) include origination, underwriting, broker and finder fees and charges that the mortgagee imposed as a condition of making the Mortgage Loan, whether they are paid to the mortgagee or a third party; and (y) exclude bona fide discount points, fees paid for actual services rendered in connection with the origination of the Mortgage Loan (such as attorneys’ fees, notaries fees and fees paid for property appraisals, credit reports, surveys, title examinations and extracts, flood and tax certifications, and home inspections), the cost of mortgage insurance or credit-risk price adjustments, the costs of title, hazard, and flood insurance policies, state and local transfer taxes or fees, escrow deposits for the future payment of taxes and insurance premiums, and other miscellaneous fees and charges which miscellaneous fees and charges, in total, do not exceed 0.25% of the principal amount of such Mortgage Loan. This representation and warranty is a Deemed Material and Adverse Representation;
Dues and Fees Grantee certifies that it is not prohibited from receiving an Award because it pays dues or fees on behalf of its employees or agents, or subsidizes or otherwise reimburses them for payment of their dues or fees to any club which unlawfully discriminates (775 ILCS 25/1 et seq.).
Remuneration and fees In most cases we are paid by commission from the insurer but in some circumstances, we may charge you a fee instead of commission or a combination of both where we arrange policies with a low commission. Where we charge a fee, this will not be liable for insurance premium tax or value added tax (insurance is a VAT exempt industry). All fees will be advised verbally and/or will be included within the Statement of Price document before you incept your policy. We will also make the following administration charges per policy: See Appendix 1 Our commission and fee(s) are earned on placement of your insurance. If you make a change or cancel your policy mid-term (other than in the 14-day Cooling Off period) which results in a return premium, we will retain all fees and any commission to cover our administration and advisory services. Our fees will be clearly shown in any invoice we issue to you, and we will advise you of the amount of any charge before you become liable to paying it. We have arrangements with some insurers to receive additional payments reflecting the size and/or profitability of our account with them and/or in respect of work we undertake on their behalf, and we will advise you where this is the case.
Taxes and Fees Each Party shall pay any and all transfer and registration tax, expenses and fees incurred thereby or levied thereon in accordance with the laws of China in connection with the preparation and execution of this Agreement and the Transfer Contracts, as well as the consummation of the transactions contemplated under this Agreement and the Transfer Contracts.
Commissions and Fees Pentegra has not incurred any obligation for any finder's, broker's or similar fees in connection with the transactions contemplated hereby.
PERMITS AND FEES Contractor shall apply and pay for all permits and inspection fees as required by all governmental agencies having jurisdiction over this project.
Membership Dues Association membership dues, as explicitly approved by the Trustees;
Costs and Fees If you hire an attorney to enforce this agreement I will pay your reasonable attorney's fees, where permitted by law. I will also pay your court costs and costs of collection, where permitted by law.
