Services; Compensation a. Intermediary shall be entitled to receive compensation (“Compensation”), if applicable, as set forth in Exhibit A with respect to its activities and services contemplated herein in the form of: (i) discounts, concessions or commissions (collectively “Commissions”) “reallowed” or payable with respect to Classes of Shares that have sales loads/charges (including initial and deferred loads); and (ii) distribution, administrative, recordkeeping and shareholder and/or related services fees (“Distribution and Servicing Fees”), including those payable in connection with plans adopted under Rule 12b-1 under the 1940 Act (each, a “Distribution and Servicing Plan”).
b. All Compensation shall be assessed and paid in accordance with the terms of the applicable Prospectus and other applicable Company documentation (including Distribution and Servicing Plans) and, to the extent not inconsistent, Exhibit A hereto. For the avoidance of doubt, Intermediary acknowledges that all Compensation for purchases made and/or Shares held through a Clearing Firm shall be paid to the Clearing Firm, and the Intermediary shall look to the Clearing Firm and not to the Distributor or any Company for any Compensation owed to it for such purchases and holdings.
c. When an investor is eligible to obtain a reduction in a sales load/charge (a “breakpoint”) or qualify for a sales load/charge waiver described in a Fund’s Prospectus, Intermediary may be required to notify Distributor or Transfer Agent, or its Clearing Firm, as applicable, regarding the basis on which such investor is entitled to the breakpoint or waiver; and unless so notified, Distributor or Transfer Agent may assume that any purchase order for Shares to be the total holding of Shares by the investor (except for Subscription Customers whose Shares held in accounts at the Transfer Agent will be aggregated by the Transfer Agent), and Distributor and Transfer Agent may further assume that the investor is not entitled to any breakpoint. Whether or not Distributor or Transfer Agent is notified, Intermediary shall (1) ensure that its registered representatives and other personnel engaged in processing Orders understand the terms of Share offerings and reinstatement privileges set forth in the Fund’s Prospectus; (2) ascertain the information that should be recorded on its books and records, which is necessary in determining the availability and appropriate level of breakpoints; (3) apprise the Customer of the breakpoint opportunity ...
Services; Compensation a. Servicer shall be entitled to receive compensation (“Compensation”), if applicable, as set forth in Exhibit A with respect to its activities and services contemplated herein in the form of: (i) administrative services, recordkeeping and other services fees (“Services Fees”), including those payable in connection with plans adopted under Rule 12b-1 under the 1940 Act (each, a “Distribution and Servicing Plan”); and (ii) administrative services, recordkeeping, sub-accounting, and/or networking fees (“Sub-Account Fees”) payable in connection with the Sub-Account Services, if any, provided by Servicer as set forth in Exhibit B.
b. All Compensation shall be assessed and paid in accordance with the terms of the applicable Prospectus and other applicable Company documentation (including Distribution and Servicing Plans) and, to the extent not inconsistent, Exhibit A hereto.
c. Servicer shall provide all services diligently, in a competent and skillful manner in order to be entitled to the related Compensation. Sub-Account Services provided in respect of Platform Investors who hold Shares through omnibus accounts or in Level 3 networked accounts shall be the responsibility of Servicer and shall not be the responsibility of the Companies, Transfer Agent, Distributor or Administrator. “Omnibus accounts” shall mean accounts on the books and records of Transfer Agent in which all Platform Investors’ Shares are held unsegregated in nominee name by Servicer.
Services; Compensation. Dealer shall perform some or all of the services described in Exhibit A hereto (the "Services") in connection with its purchase and redemption of shares of the Funds at the direction of, and as agent for, its customers. Dealer will bear all expenses incurred by it or its agents in performing the Services. Dealer shall receive from the Distributor, such compensation, including sales loads and fees pursuant to the Trust's Rule 12b-1 Distribution and/or Service Plans, as set forth in the Funds' Prospectuses, as amended from time to time. Dealer shall act only as agent for its customers in all purchase and redemption transactions and in furnishing information regarding the Trust, the Funds or the Trust shares and shall not act as agent for the Trust.
Services; Compensation. CONSULTANT shall perform services (Services) for and on behalf of DEVELOPER with respect to the development of Property and DEVELOPER shall pay CONSULTANT for all Services in the amount set forth on Exhibit B, attached hereto and incorporated herein by this reference.
Services; Compensation. SCA, having previously arranged for an Initial Public Offering ("IPO") and bridge funding for the Company, and having provided financial consulting services, shall continue to serve as Financial Consultant to the Company for a monthly fee of Thirty-Three Thousand dollars ($33,000), payable monthly.
Services; Compensation. The General Partner shall receive no compensation for acting as General Partner, but it or its affiliates may receive reasonable and competitive compensation for any specific services rendered to the Partnership and may be reimbursed for any Partnership expenses paid or advanced by them.
Services; Compensation. Dealer shall perform some or all of the services described in Exhibit A hereto (the "Services") in connection with its purchase and redemption of shares of the Funds at the direction of, and as agent for, its customers. Dealer will bear all expenses incurred by it or its agents in performing the Services. Dealer shall receive no consideration under this agreement in consideration of these Services. Dealer shall act only as agent for its customers in all purchase and redemption transactions and in furnishing information regarding the Trust, the Funds or the Trust shares and shall not act as agent for the Trust.
Services; Compensation. Scope of Services will include the following:
a. Itemization of cost of benefits (total and per employee)
b. Calculation of OPEB expenses on the accrual basis of accounting for implicit and explicit (as applicable) retiree subsidies
c. Projection of future benefit payment costs
d. Determination of the present value of projected benefit payments
e. Calculation of the Total OPEB Liability for OPEB associated with past service costs
f. Provide a future cash flow analysis for the Customer
g. Provide an actuarial certification of liabilities in a valuation report suitable for use by the Customer’s auditor in preparation of its financial statements. The standard fee for the initial valuation report will be $ . This fee includes a standard GASB 74/75 valuation report, a conference call meeting with the Client before the work begins, and a conference call meeting to review the draft report. Additional consideration, to be billed only if requested by Customer, may include:
a. Optional onsite meeting to present the final report: $1,500
b. Optional additional scenarios: $750 per scenario.
c. Optional off-year “roll-forward” report: $3,000 per report. Client agrees to remit payment to Xxxxxxxxx within 30 days of receipt of invoice following receipt of the initial summary draft actuarial report. Additional services not listed in Section 3 will result in additional fees to be mutually agreed by the parties prior to commencement of the service(s). Any variation from the original fee estimate will be discussed with Client prior to commencing with the required work. Any compensation described above and disclosed to it does not constitute a conflict of interest and the Client expressly waives any claims alleging any such conflict of interest.
Services; Compensation and Time for Completion. INT hereby engages AURIC to perform the Services described on Exhibit A attached hereto (the "Services"). The compensation payable to AURIC, and the time for commencement and completion of the Services, are also described in Exhibit A. The Services shall be performed in accordance with the specific provisions of Exhibit A and the General provisions of this Agreement.
Services; Compensation. (a) MBSC may, in its sole discretion, engage in Wholesaling (including through its registered representatives) utilizing in person, written, electronic or telephonic communications with a view to providing information regarding, and increasing the awareness of, the Fund. Any such communication that is written or scripted shall be subject to review and approval of Manager, or its authorized agents, and Manager or Underwriters, shall be responsible for filing all necessary communications with the SEC or FINRA, as required.
(b) As set forth in the Fund's preliminary prospectus, dated September 27, 2017, including the statement of additional information incorporated therein by reference ("Preliminary Prospectus"), and the Fund's prospectus in the form first used to confirm sales of Common Shares and filed with the SEC in accordance with Rule 497 under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "1933 Act"), including the statement of additional information incorporated therein by reference ("IPO Prospectus"), and subject to any applicable limitations set forth therein, Manager agrees to compensate MBSC, out of its own resources, for Wholesaling, and further agrees to reimburse MBSC for reasonable and documented out-of-pocket expenses incurred by MBSC in connection with providing the Services. The compensation paid by the Manager pursuant to this Agreement will not exceed $[__] million, or [___]% of the total public offering price of the Common Shares (if the over-allotment option provided to the Underwriters in the IPO Prospectus is not exercised).
(c) Manager shall compensate MBSC for Services provided hereunder on a monthly basis, based on an estimate of the amount of costs to MBSC as calculated by MBSC for providing such Services. Manager agrees that it shall pay MBSC such compensation within a reasonable amount of time after delivery of an invoice by MBSC. Compensation shall be reconciled and adjusted, at a minimum, quarterly based upon actual expenses incurred by MBSC. The amounts of compensation shall be recorded on the books of MBSC as transfer revenue and shall be reflected in MBSC's financial statements and on FOCUS reports filed with FINRA and the SEC pursuant to Rule 17a-5 under the 1934 Act.
(d) The Parties acknowledge that MBSC will not be compensated out of the compensation pool paid to the Underwriters by either (i) the investors in the Fund's Common Shares or (ii) separate structuring arrangements with ...
