Upfront Selling Commissions and Dealer Manager Fees. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended or supplemented from time to time, as compensation for completed sales (as defined below) by the Selling Group Member of Class T shares that the Selling Group Member is authorized to sell in the Primary Offering, the Dealer Manager shall reallow to Selling Group Member an upfront selling commission and dealer manager fee in an amount up to the percentage, if any, set forth below of the transaction price per share on such completed sales of Class T shares in the Primary Offering by Selling Group Member. Selling Group Member shall not receive selling commissions or dealer manager fees for sales of any DRP Shares, or for sales of any Class D shares or Class I shares, whether in the Primary Offering or pursuant to the DRP. For purposes of this Schedule I, a “completed sale” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received by the Company in full in the manner provided in Section 2 of the Agreement, the Company has accepted the subscription agreement of such subscriber, and the Company has thereafter distributed the selling commission and dealer manager fee to the Dealer Manager in connection with such transaction. The Selling Group Member may withhold the upfront selling commissions and dealer manager fees, if applicable, to which it is entitled pursuant to the Agreement, this Schedule I and the Prospectus from the purchase price for the Class T shares in the Primary Offering and forward the balance to the Company or its agent as set forth in the Subscription Agreement if it represents to the Dealer Manager that: (i) the Selling Group Member is legally permitted to do so; and (ii) (A) the Selling Group Member meets all applicable net capital requirements under the rules of FINRA or other applicable rules regarding such an arrangement; (B) the Selling Group Member has forwarded the Subscription Agreement to the Company or its agent, and the Company has accepted the subscription prior to forwarding the purchase price for the Shares, net of the selling commissions and dealer manager fees, if applicable, to which the Selling Group Member is entitled, to the Company or its agent; and (C) the Selling Group Member has verified that there are sufficient funds in the investor’s account with the Selling Group Member to cover the entire cost of the subscription. Selling Group Member shall wire such subscription funds to the Company or its agent as set forth in the Subscription Agreement by the end of the second business day following the Company’s acceptance of the subscription. The Selling Group Member shall be responsible for implementing the volume discounts described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus. Requests to combine purchase orders of Class T shares as a part of a combined order for the purpose of qualifying for discounts as described in the “Plan of Distribution” section of the Prospectus must be made in writing by the Selling Group Member, and any resulting reduction in upfront selling commissions will be prorated among the separate subscribers.
Appears in 3 contracts
Samples: Dealer Manager Agreement (Cottonwood Communities, Inc.), Dealer Manager Agreement (Cottonwood Communities, Inc.), Dealer Manager Agreement (Cottonwood Communities, Inc.)
Upfront Selling Commissions and Dealer Manager Fees. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended or supplemented from time to timeMemorandum, as compensation for completed sales (as defined below) by the Selling Group Member Participating Dealer of Class T shares Shares that the Selling Group Member Participating Dealer is authorized to sell in the Primary Offeringand for services rendered by Participating Dealer hereunder, the Dealer Manager shall reallow to Selling Group Member Participating Dealer an upfront selling commission and dealer manager fee in an amount up to the percentage, if any, set forth below [•]% of the transaction price Transaction Price per share Share on such completed sales of Class T shares in the Primary Offering Shares by Selling Group MemberParticipating Dealer. Selling Group Member Participating Dealer shall not receive selling commissions or dealer manager fees for sales of any DRP Shares, or for sales of any Class D shares or Class I shares, whether in the Primary Offering or Shares pursuant to the DRP. For purposes of this Schedule I, a “completed sale” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received by the Company in full in the manner provided in Section 2 III of the Agreement, the Company has accepted the subscription agreement Subscription Agreement of such subscriber, and the Company has thereafter distributed the selling commission and dealer manager fee to the Dealer Manager in connection with such transaction. The Participating Dealer affirms that the Dealer Manager’s liability for selling commissions payable to Participating Dealer is limited solely to the Selling Group Member Commissions received by the Dealer Manager from the Company associated with Participating Dealer’s sale of Shares. Except as may be provided in the “Plan of Distribution” section of the Memorandum, as compensation for completed sales by Participating Dealer of Shares that Participating Dealer is authorized to sell and for services rendered by Participating Dealer hereunder, the Dealer Manager shall reallow to Participating Dealer a dealer manager fee in an amount up to [•]% of the Transaction Price per Share on such completed sales of Shares by Participating Dealer. Participating Dealer shall not receive dealer manager fees for sales of any Shares pursuant to the DRP. Participating Dealer may withhold the upfront selling commissions and dealer manager fees, if applicable, to which it is entitled pursuant to the Agreement, this Schedule I and the Prospectus Memorandum from the purchase price for the Class T shares Shares in the Primary Offering and forward the balance to the Company or its agent as set forth in the Subscription Agreement if it represents to the Dealer Manager that: (i) the Selling Group Member Participating Dealer is legally permitted to do so; and (ii) (A) the Selling Group Member Participating Dealer meets all applicable net capital requirements under the rules of FINRA or other applicable rules regarding such an arrangement; (B) the Selling Group Member Participating Dealer has forwarded the Subscription Agreement to the Company or its agentagent within the time required under Section III, and the Company has accepted the subscription prior to forwarding the purchase price for the Shares, net of the selling commissions and dealer manager fees, if applicable, to which the Selling Group Member Participating Dealer is entitled, to the Company or its agent; and (C) the Selling Group Member Participating Dealer has verified that there are sufficient funds in the investor’s account with the Selling Group Member Participating Dealer to cover the entire cost of the subscription. Selling Group Member Participating Dealer shall wire such subscription funds to the Company or its agent as set forth in the Subscription Agreement by the end of the second business day following the Company’s acceptance of the subscription. The Selling Group Member Participating Dealer shall be responsible for implementing the volume any discounts or other special circumstances described in or as otherwise provided for in the “Plan of Distribution” section of the ProspectusMemorandum. Requests to combine purchase orders of Class T shares Shares as a part of a combined order for the purpose of qualifying for discounts as described in the “Plan of Distribution” section of the Prospectus Memorandum must be made in writing by the Selling Group MemberParticipating Dealer, and any resulting reduction in upfront selling commissions or dealer manager fees will be prorated among the separate subscribers. Except as otherwise provided herein, all expenses incurred by Participating Dealer in the performance of Participating Dealer’s obligations hereunder, including, but not limited to, expenses related to the Shares and any attorneys’ fees, shall be at Participating Dealer’s sole cost and expense.
Appears in 3 contracts
Samples: Dealer Manager Agreement (Invesco Commercial Real Estate Finance Trust, Inc.), Manager Agreement (Invesco Commercial Real Estate Finance Trust, Inc.), Dealer Manager Agreement (Invesco Commercial Real Estate Finance Trust, Inc.)
Upfront Selling Commissions and Dealer Manager Fees. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended or supplemented from time to time, as compensation for completed sales (as defined below) by the Selling Group Member Dealer of Class T shares Primary Shares that the Selling Group Member Dealer is authorized to sell in and for services rendered by the Primary OfferingDealer hereunder, the Dealer Manager shall reallow to Selling Group Member the Dealer an upfront selling commission and dealer manager fee in an amount up equal to the percentage, if any, percentage set forth below of the transaction price per share Share on such completed sales of Class T shares in Primary Shares, Class S Primary Shares and Class D Primary Shares, as applicable, by the Primary Offering by Selling Group MemberDealer. Selling Group Member The Dealer shall not receive selling commissions or dealer manager fees for sales of any DRP Shares, DRIP Shares or for sales of any Class D shares or Class I sharesShares, whether in the Primary Offering or pursuant to the DRPDRIP. For purposes of this Schedule I, a “completed sale” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received by the Company in full in the manner provided in Section 2 4 of the Agreement, the Company has accepted the subscription agreement of such subscriber, subscriber and the Company has thereafter distributed the selling commission and dealer manager fee to the Dealer Manager in connection with such transaction. The Selling Group Member Dealer may withhold the upfront selling commissions and dealer manager fees, if applicable, to which it is entitled pursuant to the Agreement, this Schedule I and the Prospectus from the purchase price for the Class T shares Shares in the Primary Offering and forward the balance to the Company or its agent as set forth in the Subscription Agreement if it represents to the Dealer Manager that: (i) the Selling Group Member Dealer is legally permitted to do so; and (ii) (A) the Selling Group Member Dealer meets all applicable net capital requirements under the rules of FINRA or other applicable rules regarding such an arrangement; (B) the Selling Group Member Dealer has forwarded the Subscription Agreement to the Company or its agentagent in good order within the time required under Section 4, and received the Company has accepted Company’s written acceptance of the subscription prior to forwarding the purchase price for the Shares, net of the selling commissions and dealer manager fees, if applicable, to which the Selling Group Member Dealer is entitled, to the Company or its agent; and (C) the Selling Group Member Dealer has verified that there are sufficient funds in the investor’s account with the Selling Group Member Dealer to cover the entire cost of the subscription. Selling Group Member The Dealer shall wire such subscription funds to the Company or its agent as set forth in the Subscription Agreement by the end of the second business day following receipt of the Company’s written acceptance of the subscription. The Selling Group Member shall be responsible for implementing the volume discounts described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus. Requests to combine purchase orders of Class T shares as a part of a combined order for the purpose of qualifying for discounts as described in the “Plan of Distribution” section of the Prospectus must be made in writing by the Selling Group Member, and any resulting reduction in upfront selling commissions will be prorated among the separate subscribers.
Appears in 3 contracts
Samples: Dealer Manager Agreement (Brookfield Real Estate Income Trust Inc.), Adviser Transition Agreement (Oaktree Real Estate Income Trust, Inc.), Dealer Manager Agreement (Oaktree Real Estate Income Trust, Inc.)
Upfront Selling Commissions and Dealer Manager Fees. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended or supplemented from time to time, as compensation for completed sales (as defined below) by the Selling Group Member Dealer of Class T shares Primary Shares, Class S Primary Shares and Class D Primary Shares that the Selling Group Member Dealer is authorized to sell in the Primary Offeringand for services rendered by Dealer hereunder, the Dealer Manager shall reallow to Selling Group Member Dealer an upfront selling commission and dealer manager fee in an amount up to the percentage, if any, set forth below of the transaction price per share on such completed sales of Class T shares in the Primary Offering Shares, Class S Primary Shares and Class D Primary Shares, as applicable, by Selling Group MemberDealer. Selling Group Member Dealer shall not receive selling commissions or dealer manager fees for sales of any DRP DRIP Shares, or for sales of any Class D shares or Class I shares, whether in the Primary Offering or pursuant to the DRPDRIP. For purposes of this Schedule I, a “completed sale” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received by the Company in full in the manner provided in Section 2 II of the Agreement, the Company has accepted the subscription agreement of such subscriber, and the Company has thereafter distributed the selling commission and dealer manager fee to the Dealer Manager in connection with such transaction. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended or supplemented from time to time, as compensation for completed sales by the Dealer of Class T Primary Shares that the Dealer is authorized to sell and for services rendered by Dealer hereunder, the Dealer Manager shall reallow to Dealer a dealer manager fee in an amount up to the percentage set forth below of the transaction price per share on such completed sales of Class T Primary Shares by Dealer. Dealer shall not receive dealer manager fees for sales of any DRIP Shares, or for sales of any Class S, Class D or Class I shares, whether in the Primary Offering or pursuant to the DRIP. The Selling Group Member Dealer may withhold the upfront selling commissions and dealer manager fees, if applicable, to which it is entitled pursuant to the Agreement, this Schedule I and the Prospectus from the purchase price for the Class T shares Shares in the Primary Offering and forward the balance to the Company or its agent as set forth in the Subscription Agreement if it represents to the Dealer Manager that: (i) the Selling Group Member Dealer is legally permitted to do so; and (ii) (A) the Selling Group Member Dealer meets all applicable net capital requirements under the rules of FINRA or other applicable rules regarding such an arrangement; (B) the Selling Group Member Dealer has forwarded the Subscription Agreement to the Company or its agentagent within the time required under Section II, and the Company has accepted the subscription prior to forwarding the purchase price for the Shares, net of the selling commissions and dealer manager fees, if applicable, to which the Selling Group Member Dealer is entitled, to the Company or its agent; and (C) the Selling Group Member Dealer has verified that there are sufficient funds in the investor’s account with the Selling Group Member Dealer to cover the entire cost of the subscription. Selling Group Member Dealer shall wire such subscription funds to the Company or its agent as set forth in the Subscription Agreement by the end of the second business day following the Company’s acceptance of the subscription. The Selling Group Member Dealer shall be responsible for implementing the volume discounts described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus. Requests to combine purchase orders of Class T shares or Class S shares as a part of a combined order for the purpose of qualifying for discounts as described in the “Plan of Distribution” section of the Prospectus must be made in writing by the Selling Group MemberDealer, and any resulting reduction in upfront selling commissions and/or dealer manager fees will be prorated among the separate subscribers.
Appears in 3 contracts
Samples: Dealer Manager Agreement (KBS Real Estate Investment Trust III, Inc.), Dealer Manager Agreement (Pacific Oak Strategic Opportunity REIT, Inc.), Selected Dealer Agreement (Blackstone Real Estate Income Trust, Inc.)
Upfront Selling Commissions and Dealer Manager Fees. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended or supplemented from time to time, as compensation for completed sales (as defined below) by the Selling Group Member Participating Dealer of Class T shares Shares, Class S Shares and Class D Shares in the Primary Offering that the Selling Group Member Participating Dealer is authorized to sell in the Primary Offeringand for services rendered by Participating Dealer hereunder, the Dealer Manager shall reallow to Selling Group Member Participating Dealer an upfront selling commission and dealer manager fee in an amount up to the percentage, if any, set forth below of the transaction price per share Share on such completed sales of Class T shares in the Primary Offering Shares, Class S Shares and Class D Shares, as applicable, by Selling Group MemberParticipating Dealer. Selling Group Member Participating Dealer shall not receive selling commissions or dealer manager fees for sales of any DRP SharesShares pursuant to the DRIP, or for sales of any Class D shares I Shares or Class I sharesE Shares, whether in the Primary Offering or pursuant to the DRPDRIP. For purposes of this Schedule I, a “completed sale” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received by the Company in full in the manner provided in Section 2 II of the Agreement, the Company has accepted the subscription agreement of such subscriber, and the Company has thereafter distributed the selling commission and dealer manager fee to the Dealer Manager in connection with such transaction. The Selling Group Member Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended or supplemented from time to time, as compensation for completed sales by Participating Dealer of Class T Shares sold in the Primary Offering that Participating Dealer is authorized to sell and for services rendered by Participating Dealer hereunder, the Dealer Manager shall reallow to Participating Dealer a dealer manager fee in an amount up to the percentage set forth below of the transaction price per share on such completed sales of Class T Shares in the Primary Offering by Participating Dealer. Participating Dealer shall not receive dealer manager fees for sales of any Shares pursuant to the DRIP, or for sales of any Class S Shares, Class D Shares, Class I Shares or Class E Shares, whether in the Primary Offering or pursuant to the DRIP. Participating Dealer may withhold the upfront selling commissions and dealer manager fees, if applicable, to which it is entitled pursuant to the Agreement, this Schedule I and the Prospectus from the purchase price for the Class T shares Shares in the Primary Offering and forward the balance to the Company or its agent as set forth in the Subscription Agreement if it represents to the Dealer Manager that: (i) the Selling Group Member Participating Dealer is legally permitted to do so; and (ii) (A) the Selling Group Member Participating Dealer meets all applicable net capital requirements under the rules of FINRA or other applicable rules regarding such an arrangement; (B) the Selling Group Member Participating Dealer has forwarded the Subscription Agreement to the Company or its agentagent within the time required under Section II, and the Company has accepted the subscription prior to forwarding the purchase price for the Shares, net of the selling commissions and dealer manager fees, if applicable, to which the Selling Group Member Participating Dealer is entitled, to the Company or its agent; and (C) the Selling Group Member Participating Dealer has verified that there are sufficient funds in the investor’s account with the Selling Group Member Participating Dealer to cover the entire cost of the subscription. Selling Group Member Participating Dealer shall wire such subscription funds to the Company or its agent as set forth in the Subscription Agreement by the end of the second business day following the Company’s acceptance of the subscription. The Selling Group Member Participating Dealer shall be responsible for implementing the volume discounts described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus. Requests to combine purchase orders of Class T shares Shares or Class S Shares as a part of a combined order for the purpose of qualifying for discounts as described in the “Plan of Distribution” section of the Prospectus must be made in writing by the Selling Group MemberParticipating Dealer, and any resulting reduction in upfront selling commissions and/or dealer manager fees will be prorated among the separate subscribers. Except as otherwise provided herein, all expenses incurred by Participating Dealer in the performance of Participating Dealer’s obligations hereunder, including, but not limited to, expenses related to the Shares and any attorneys’ fees, shall be at Participating Dealer’s sole cost and expense.
Appears in 3 contracts
Samples: Dealer Manager Agreement (Invesco Real Estate Income Trust Inc.), Dealer Agreement (Invesco Real Estate Income Trust Inc.), Dealer Agreement (Invesco Real Estate Income Trust Inc.)
Upfront Selling Commissions and Dealer Manager Fees. Except as may be provided in the “Plan of Distribution” section of the ProspectusPrivate Placement Memorandum, which may be amended or supplemented from time to time, as compensation for completed sales (as defined below) by the Selling Group Member Participating Broker-Dealer of Class T shares T, Class F-T, Class S, Class F-S, Class D and Class F-D Shares that the Selling Group Member Participating Broker-Dealer is authorized to sell in the Primary Offeringand for services rendered by Participating Broker-Dealer hereunder, the Dealer Manager shall reallow to Selling Group Member Participating Broker-Dealer an upfront selling commission and dealer manager fee in an amount up equal to the percentage, if any, percentage set forth below of the transaction price per share Share on such completed sales of Class T shares in the Primary Offering T, Class F-T, Class S, Class F-S, Class D and Class F-D Shares, as applicable, by Selling Group MemberParticipating Broker-Dealer. Selling Group Member Participating Broker-Dealer shall not receive selling commissions or dealer manager fees for sales of any DRP DRIP Shares, or for sales of any Class D shares I, Class F-I or Class I shares, whether in the Primary Offering or pursuant to the DRPE Shares. For purposes of this Schedule I, a “completed sale” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received by the Company Trust in full in the manner provided in Section 2 II of the Agreement, the Company Trust has accepted the subscription agreement of such subscriber, and the Company Trust has thereafter distributed the selling commission and dealer manager fee to the Dealer Manager in connection with such transaction. The Selling Group Member Except as may be provided in the “Plan of Distribution” section of the Private Placement Memorandum, which may be amended or supplemented from time to time, as compensation for completed sales by Participating Broker-Dealer of Class T and Class F-T Shares that Participating Broker-Dealer is authorized to sell and for services rendered by Participating Broker-Dealer hereunder, the Dealer Manager shall reallow to Participating Broker-Dealer an upfront dealer manager fee in an amount equal to the percentage set forth below of the transaction price per share on such completed sales of Class T and Class F-T Shares by Participating Broker-Dealer. Participating Broker-Dealer shall not receive dealer manager fees for sales of any DRIP Shares, or for sales of any Class S, Class F-S, Class D, Class F-D, Class E, Class I or Class F-I Shares. Participating Broker-Dealer may withhold the upfront selling commissions and dealer manager fees, if applicable, to which it is entitled pursuant to the Agreement, this Schedule I and the Prospectus Private Placement Memorandum from the purchase price for the Class T shares Shares in the Primary Offering and forward the balance to the Company Trust or its agent as set forth in the Subscription Agreement if it represents to the Dealer Manager that: (i) the Selling Group Member Participating Broker-Dealer is legally permitted to do so; and (ii) (A) the Selling Group Member Participating Broker-Dealer meets all applicable net capital requirements under the rules Rules of FINRA or other applicable rules regarding such an arrangement; (B) the Selling Group Member Participating Broker-Dealer has forwarded the Subscription Agreement to the Company Trust or its agentagent within the time required under Section II of the Agreement, and received the Company has accepted Trust’s written acceptance of the subscription prior to forwarding the purchase price for the Shares, net of the selling commissions and dealer manager fees, if applicable, to which the Selling Group Member Participating Broker-Dealer is entitled, to the Company Trust or its agent; and (C) the Selling Group Member Participating Broker-Dealer has verified that there are sufficient funds in the investor’s account with the Selling Group Member Participating Broker-Dealer to cover the entire cost of the subscription. Selling Group Member Participating Broker-Dealer shall wire such subscription funds to the Company Trust or its agent as set forth in the Subscription Agreement by the end of the second business day following receipt of the CompanyTrust’s written acceptance of the subscription. The Selling Group Member Participating Broker-Dealer shall be responsible for implementing the volume discounts described in or as otherwise provided in the “Plan of Distribution” section of the ProspectusPrivate Placement Memorandum. Requests to combine purchase orders of Class T shares T, Class F-T, Class D, Class F-D, Class S or Class F-S Shares as a part of a combined order for the purpose of qualifying for discounts as described in the “Plan of Distribution” section of the Prospectus Private Placement Memorandum must be made in writing by the Selling Group MemberParticipating Broker-Dealer, and any resulting reduction in upfront selling commissions or dealer manager fees will be prorated among the separate subscribers.
Appears in 2 contracts
Samples: Dealer Manager Agreement (North Haven Net REIT), Dealer Manager Agreement (North Haven Net REIT)
Upfront Selling Commissions and Dealer Manager Fees. Except as may be provided in the “Plan of Distribution” section of the ProspectusPrivate Placement Memorandum, which may be amended or supplemented from time to time, as compensation for completed sales (as defined below) by the Selling Group Member Participating Broker-Dealer of Class T shares T, Class S and Class D Shares that the Selling Group Member Participating Broker-Dealer is authorized to sell in the Primary Offeringand for services rendered by Participating Broker-Dealer hereunder, the Dealer Manager shall reallow to Selling Group Member Participating Broker-Dealer an upfront selling commission and dealer manager fee in an amount up equal to the percentage, if any, percentage set forth below of the transaction price per share Share on such completed sales of Class T shares in the Primary Offering T, Class S and Class D Shares, as applicable, by Selling Group MemberParticipating Broker-Dealer. Selling Group Member Participating Broker-Dealer shall not receive selling commissions or dealer manager fees for sales of any DRP DRIP Shares, or for sales of any Class D shares I or Class I shares, whether in the Primary Offering or pursuant to the DRPE Shares. For purposes of this Schedule I, a “completed sale” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received by the Company Trust in full in the manner provided in Section 2 II of the Agreement, the Company Trust has accepted the subscription agreement of such subscriber, and the Company Trust has thereafter distributed the selling commission and dealer manager fee to the Dealer Manager in connection with such transaction. The Selling Group Member Except as may be provided in the “Plan of Distribution” section of the Private Placement Memorandum, which may be amended or supplemented from time to time, as compensation for completed sales by Participating Broker-Dealer of Class T Shares that Participating Broker-Dealer is authorized to sell and for services rendered by Participating Broker-Dealer hereunder, the Dealer Manager shall reallow to Participating Broker-Dealer an upfront dealer manager fee in an amount equal to the percentage set forth below of the transaction price per share on such completed sales of Class T Shares by Participating Broker-Dealer. Participating Broker-Dealer shall not receive dealer manager fees for sales of any DRIP Shares, or for sales of any Class S, Class D, Class E or Class I Shares. Participating Broker-Dealer may withhold the upfront selling commissions and dealer manager fees, if applicable, to which it is entitled pursuant to the Agreement, this Schedule I and the Prospectus Private Placement Memorandum from the purchase price for the Class T shares Shares in the Primary Offering and forward the balance to the Company Trust or its agent as set forth in the Subscription Agreement if it represents to the Dealer Manager that: (i) the Selling Group Member Participating Broker-Dealer is legally permitted to do so; and (ii) (A) the Selling Group Member Participating Broker-Dealer meets all applicable net capital requirements under the rules Rules of FINRA or other applicable rules regarding such an arrangement; (B) the Selling Group Member Participating Broker-Dealer has forwarded the Subscription Agreement to the Company Trust or its agentagent within the time required under Section II of the Agreement, and received the Company has accepted Trust’s written acceptance of the subscription prior to forwarding the purchase price for the Shares, net of the selling commissions and dealer manager fees, if applicable, to which the Selling Group Member Participating Broker-Dealer is entitled, to the Company Trust or its agent; and (C) the Selling Group Member Participating Broker-Dealer has verified that there are sufficient funds in the investor’s account with the Selling Group Member Participating Broker-Dealer to cover the entire cost of the subscription. Selling Group Member Participating Broker-Dealer shall wire such subscription funds to the Company Trust or its agent as set forth in the Subscription Agreement by the end of the second business day following receipt of the CompanyTrust’s written acceptance of the subscription. The Selling Group Member Participating Broker-Dealer shall be responsible for implementing the volume discounts described in or as otherwise provided in the “Plan of Distribution” section of the ProspectusPrivate Placement Memorandum. Requests to combine purchase orders of Class T shares T, Class D or Class S Shares as a part of a combined order for the purpose of qualifying for discounts as described in the “Plan of Distribution” section of the Prospectus Private Placement Memorandum must be made in writing by the Selling Group MemberParticipating Broker-Dealer, and any resulting reduction in upfront selling commissions or dealer manager fees will be prorated among the separate subscribers.
Appears in 2 contracts
Samples: Dealer Manager Agreement (Starwood Credit Real Estate Income Trust), Dealer Manager Agreement (Starwood Credit Real Estate Income Trust)
Upfront Selling Commissions and Dealer Manager Fees. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended amended, restated, or supplemented from time to time, as compensation for completed sales (as defined below) by the Selling Group Member Selected Dealer of Class T shares S Shares, Class D Shares, Class F-S Shares, and Class F-D Shares that the Selling Group Member Selected Dealer is authorized to sell in the Primary Offeringand for services rendered by Selected Dealer hereunder, the Dealer Manager shall reallow to Selling Group Member Selected Dealer an upfront selling commission and dealer manager fee in an amount up to the percentage, if any, set forth below of the transaction price per share Share on such completed sales of Class T shares in the Primary Offering S Shares, Class D Shares, Class F-S Shares, and Class F-D Shares, as applicable, by Selling Group MemberSelected Dealer. Selling Group Member Selected Dealer shall not receive selling commissions or dealer manager fees for sales of any DRP DRIP Shares, or for sales of any Class D shares I Shares, Class F-I Shares, Class A-I Shares, Class A-II Shares, or Class I shares, A-III Shares whether in the primary portion of the Offering (the “Primary Offering Offering”) or pursuant to the DRPDRIP. For purposes of this Schedule I, a “completed sale” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received by the Company in full in the manner provided in Section 2 II of the Agreement, the Company has accepted the subscription agreement of such subscriber, and the Company has thereafter distributed the selling commission and dealer manager fee to the Dealer Manager in connection with such transaction. The Selling Group Member Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended, restated, or supplemented from time to time, as compensation for completed sales by the Selected Dealer of Class S Shares and Class F-S Shares that the Selected Dealer is authorized to sell and for services rendered by Selected Dealer hereunder, the Dealer Manager shall reallow to Selected Dealer an upfront dealer manager fee in an amount equal to the percentage set forth below of the transaction price per share on such completed sales of Class S Shares and Class F-S Shares by Selected Dealer. Selected Dealer shall not receive dealer manager fees for sales of any DRIP Shares, or for sales of any Class D Shares, Class I Shares, Class F-D Shares, Class F-I Shares, Class A-I Shares, Class A-II Shares, or Class A-III Shares, whether in the Primary Offering or pursuant to the DRIP. After the Minimum Offering applicable to an Offering has been satisfied or if no such Minimum Offering applies to an Offering, the Selected Dealer may withhold the upfront selling commissions and dealer manager fees, if applicable, to which it is entitled pursuant to the Agreement, this Schedule I and the Prospectus from the purchase price for the Class T shares Shares in the Primary Offering and forward the balance to the Company or its agent as set forth in the Subscription Agreement if it represents to the Dealer Manager that: (i) the Selling Group Member is legally permitted to do so; and (ii) (A) the Selling Group Member meets all applicable net capital requirements under the rules of FINRA or other applicable rules regarding such an arrangement; (B) the Selling Group Member has forwarded the Subscription Agreement to the Company or its agent, and the Company has accepted the subscription prior to forwarding the purchase price for the Shares, net of the selling commissions and dealer manager fees, if applicable, to which the Selling Group Member is entitled, to the Company or its agent; and (C) the Selling Group Member has verified that there are sufficient funds in the investor’s account with the Selling Group Member to cover the entire cost of the subscription. Selling Group Member shall wire such subscription funds to the Company or its agent as set forth in the Subscription Agreement by the end of the second business day following the Company’s acceptance of the subscription. The Selling Group Member shall be responsible for implementing the volume discounts described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus. Requests to combine purchase orders of Class T shares as a part of a combined order for the purpose of qualifying for discounts as described in the “Plan of Distribution” section of the Prospectus must be made in writing by the Selling Group Member, and any resulting reduction in upfront selling commissions will be prorated among the separate subscribers.:
Appears in 2 contracts
Samples: Form of Selected Dealer Agreement (Apollo Realty Income Solutions, Inc.), Form of Selected Dealer Agreement (Apollo Realty Income Solutions, Inc.)
Upfront Selling Commissions and Dealer Manager Fees. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended or supplemented from time to time, as compensation for completed sales (as defined below) by the Selling Group Member Dealer of Class T shares Primary Shares, Class S Primary Shares and Class D Primary Shares that the Selling Group Member Dealer is authorized to sell in the Primary Offeringand for services rendered by Dealer hereunder, the Dealer Manager shall reallow to Selling Group Member Dealer an upfront selling commission and dealer manager fee in an amount up to the percentage, if any, set forth below of the transaction price per share on such completed sales of Class T shares in the Primary Offering Shares, Class S Primary Shares and Class D Primary Shares, as applicable, by Selling Group MemberDealer. Selling Group Member Dealer shall not receive selling commissions or dealer manager fees for sales of any DRP DRIP Shares, or for sales of any Class D shares or Class I shares, whether in the Primary Offering or pursuant to the DRPDRIP. For purposes of this Schedule I, a “completed sale” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received by the Company in full in the manner provided in Section 2 II of the Agreement, the Company has accepted the subscription agreement of such subscriber, the Minimum Offering, if applicable, has been satisfied, and the Company has thereafter distributed the selling commission and dealer manager fee to the Dealer Manager in connection with such transaction. The Selling Group Member Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended or supplemented from time to time, as compensation for completed sales by the Dealer of Class T Primary Shares that the Dealer is authorized to sell and for services rendered by Dealer hereunder, the Dealer Manager shall reallow to Dealer a dealer manager fee in an amount up to the percentage set forth below of the transaction price per share on such completed sales of Class T Primary Shares by Dealer. Dealer shall not receive dealer manager fees for sales of any DRIP Shares, or for sales of any Class S, Class D or Class I shares, whether in the Primary Offering or pursuant to the DRIP. After the Minimum Offering applicable to an Offering has been satisfied or if no such Minimum Offering applies to an Offering, the Dealer may withhold the upfront selling commissions and dealer manager fees, if applicable, to which it is entitled pursuant to the Agreement, this Schedule I and the Prospectus from the purchase price for the Class T shares Shares in the Primary Offering and forward the balance to the Company or its agent as set forth in the Subscription Agreement if it represents to the Dealer Manager that: (i) the Selling Group Member Dealer is legally permitted to do so; and (ii) (A) the Selling Group Member Dealer meets all applicable net capital requirements under the rules of FINRA or other applicable rules regarding such an arrangement; (B) the Selling Group Member Dealer has forwarded the Subscription Agreement or Subscription Confirmation, as applicable, to the Company or its agentagent within the time required under Section II, and the Company has accepted the subscription prior to forwarding the purchase price for the Shares, net of the selling commissions and dealer manager fees, if applicable, to which the Selling Group Member Dealer is entitled, to the Company or its agent; and (C) the Selling Group Member Dealer has verified that there are sufficient funds in the investor’s account with the Selling Group Member Dealer to cover the entire cost of the subscription. Selling Group Member shall wire such subscription funds to the Company or its agent as set forth in the Subscription Agreement by the end of the second business day following the Company’s acceptance of the subscription. The Selling Group Member shall be responsible for implementing the volume discounts described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus. Requests to combine purchase orders of Class T shares as a part of a combined order for the purpose of qualifying for discounts as described in the “Plan of Distribution” section of the Prospectus must be made in writing by the Selling Group Member, and any resulting reduction in upfront selling commissions will be prorated among the separate subscribers.ACTIVE\1601796225.2
Appears in 1 contract
Samples: Dealer Manager Agreement (EQT Exeter Real Estate Income Trust, Inc.)
Upfront Selling Commissions and Dealer Manager Fees. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended or supplemented from time to time, as compensation for completed sales (as defined below) by the Selling Group Member Dealer of Class T shares Primary Shares, Class S Primary Shares and Class D Primary Shares that the Selling Group Member Dealer is authorized to sell in the Primary Offeringand for services rendered by Dealer hereunder, the Dealer Manager shall reallow to Selling Group Member Dealer an upfront selling commission and dealer manager fee in an amount up to the percentage, if any, set forth below of the transaction price per share on such completed sales of Class T shares in the Primary Offering Shares, Class S Primary Shares and Class D Primary Shares, as applicable, by Selling Group MemberDealer. Selling Group Member Dealer shall not receive selling commissions or dealer manager fees for sales of any DRP DRIP Shares, or for sales of any Class D shares or Class I shares, whether in the Primary Offering or pursuant to the DRPDRIP. For purposes of this Schedule I, a “completed sale” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received by the Company in full in the manner provided in Section 2 II of the Agreement, the Company has accepted the subscription agreement of such subscriber, the Minimum Offering has been satisfied, and the Company has thereafter distributed the selling commission and dealer manager fee to the Dealer Manager in connection with such transaction. The Selling Group Member Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended or supplemented from time to time, as compensation for completed sales by the Dealer of Class T Primary Shares that the Dealer is authorized to sell and for services rendered by Dealer hereunder, the Dealer Manager shall reallow to Dealer a dealer manager fee in an amount up to the percentage set forth below of the transaction price per share on such completed sales of Class T Primary Shares by Dealer. Dealer shall not receive dealer manager fees for sales of any DRIP Shares, or for sales of any Class S, Class D or Class I shares, whether in the Primary Offering or pursuant to the DRIP. After the Minimum Offering applicable to the Offering has been satisfied, the Dealer may withhold the upfront selling commissions and dealer manager fees, if applicable, to which it is entitled pursuant to the Agreement, this Schedule I and the Prospectus from the purchase price for the Class T shares Shares in the Primary Offering and forward the balance to the Company or its agent as set forth in the Subscription Agreement if it represents to the Dealer Manager that: (i) the Selling Group Member Dealer is legally permitted to do so; and (ii) (A) the Selling Group Member Dealer meets all applicable net capital requirements under the rules of FINRA or other applicable rules regarding such an arrangement; (B) the Selling Group Member Dealer has forwarded the Subscription Agreement or Subscription Confirmation, as applicable, to the Company or its agentagent within the time required under Section II, and the Company has accepted the subscription prior to forwarding the purchase price for the Shares, net of the selling commissions and dealer manager fees, if applicable, to which the Selling Group Member Dealer is entitled, to the Company or its agent; and (C) the Selling Group Member Dealer has verified that there are sufficient funds in the investor’s account with the Selling Group Member Dealer to cover the entire cost of the subscription. Selling Group Member Dealer shall wire such subscription funds to the Company or its agent as set forth in the Subscription Agreement by the end of the second business day following the Company’s acceptance of the subscription. The Selling Group Member Dealer shall be responsible for implementing the volume discounts described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus. Requests to combine purchase orders of Class T shares or Class S shares as a part of a combined order for the purpose of qualifying for discounts as described in the “Plan of Distribution” section of the Prospectus must be made in writing by the Selling Group MemberDealer, and any resulting reduction in upfront selling commissions and/or dealer manager fees will be prorated among the separate subscribers.
Appears in 1 contract
Samples: Selected Dealer Agreement (EQT Exeter Real Estate Income Trust Inc.)
Upfront Selling Commissions and Dealer Manager Fees. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended or supplemented from time to time, as compensation for completed sales (as defined below) by the Selling Group Member Dealer of Class T shares Primary Shares and Class S Primary Shares that the Selling Group Member Dealer is authorized to sell in the Primary Offeringand for services rendered by Dealer hereunder, the Dealer Manager shall reallow to Selling Group Member Dealer an upfront selling commission and dealer manager fee in an amount up to the percentage, if any, set forth below percentage of the transaction price per share set forth under "Share Class Election" in this Schedule 1 on such completed sales of Class T shares in the Primary Offering Shares and Class S Primary Shares, as applicable, by Selling Group MemberDealer. Selling Group Member Dealer shall not receive selling commissions or dealer manager fees for sales of any DRP DRIP Shares, or for sales of any Class D shares or Class I shares, whether in the Primary Offering or pursuant to the DRPDRIP. For purposes of this Schedule I1, a “completed sale” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received by the Company in full in the manner provided in Section 2 II of the Agreement, the Company has accepted the subscription agreement of such subscriber, subscriber and the Company has thereafter distributed the selling commission and dealer manager fee fee, as applicable, to the Dealer Manager in connection with such transaction. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended or supplemented from time to time, as compensation for completed sales by the Dealer of Class T Primary Shares that the Dealer is authorized to sell and for services rendered by Dealer hereunder, the Dealer Manager shall reallow to Dealer a dealer manager fee in an amount up to the percentage set forth below of the transaction price per share on such completed sales of Class T Primary Shares by Dealer. Dealer shall not receive dealer manager fees for sales of any DRIP Shares, or for sales of any Class S, Class D or Class I shares, whether in the Primary Offering or pursuant to the DRIP. The Selling Group Member Dealer may withhold the upfront selling commissions and dealer manager fees, if applicable, to which it is entitled pursuant to the Agreement, this Schedule I 1 and the Prospectus from the purchase price for the Class T shares Shares in the Primary Offering and forward the balance to the Company or its agent as set forth in the Subscription Agreement if it represents to the Dealer Manager that: (i) the Selling Group Member Dealer is legally permitted to do so; and (ii) (A) the Selling Group Member Dealer meets all applicable net capital requirements under the rules of FINRA or other applicable rules regarding such an arrangement; (B) the Selling Group Member Dealer has forwarded the Subscription Agreement to the Company or its agentagent within the time required under Section II, and received the Company has accepted Company’s written acceptance of the subscription prior to forwarding the purchase price for the Shares, net of the selling commissions and dealer manager fees, if applicable, to which the Selling Group Member Dealer is entitled, to the Company or its agent; and (C) the Selling Group Member Dealer has verified that there are sufficient funds in the investor’s account with the Selling Group Member Dealer to cover the entire cost of the subscription. Selling Group Member Dealer shall wire such subscription funds to the Company or its agent as set forth in the Subscription Agreement by the end of the second business day following the Company’s acceptance of the subscription. The Selling Group Member Dealer shall be responsible for implementing the volume discounts and other special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus. Requests to combine purchase orders of Class T shares or Class S shares as a part of a combined order for the purpose of qualifying for discounts as described in the “Plan of Distribution” section of the Prospectus must be made in writing by the Selling Group MemberDealer, and any resulting reduction in upfront selling commissions will be prorated among the separate subscribers.
Appears in 1 contract
Samples: Dealer Manager Agreement (Dividend Capital Diversified Property Fund Inc.)
Upfront Selling Commissions and Dealer Manager Fees. Except as may be provided in the “Plan of Distribution” section of the ProspectusMemorandum, which may be amended or supplemented from time to time, as compensation for completed sales (as defined below) by Participating Dealer of DST Interests in the Selling Group Member of Class T shares Offering that the Selling Group Member Participating Dealer is authorized to sell in the Primary Offeringand for services rendered by Participating Dealer hereunder, the Dealer Manager shall reallow to Selling Group Member Participating Dealer an upfront selling commission and dealer manager fee Selling Commission in an amount up to the percentage, if any, set forth below of the transaction price per share on such completed sales of Class T shares in the Primary Offering by Selling Group Member. Selling Group Member shall not receive selling commissions or dealer manager fees for sales of any DRP Shares, or for sales of any Class D shares or Class I shares, whether in the Primary Offering or pursuant to the DRPtable below. For purposes of this Schedule I, a “completed sale” shall occur if and only if a transaction has closed with a subscriber for Shares DST Interests pursuant to all applicable offering and subscription documents, payment for the Shares DST Interests has been received by the Company in full in the manner provided in Section 2 II of the Agreement, the Company has accepted the subscription agreement of such subscriber, and the Company has thereafter distributed the selling commission and dealer manager fee Selling Commission to the Dealer Manager in connection with such transaction. The Selling Group Member Except as may be provided in the Memorandum, which may be amended or supplemented from time to time, as compensation for completed sales by Participating Dealer of DST Interests is authorized to sell and for services rendered by Participating Dealer hereunder, the Dealer Manager shall reallow to Participating Dealer a Dealer Manager Fee in an amount set forth in the table below. In no event shall Participating Dealer withhold the upfront selling commissions and dealer manager fees, if applicable, to which it is entitled pursuant to the Agreement, this Schedule I and the Prospectus from any portion of the purchase price for the Class T shares DST Interests in an Offering, and the Primary Offering and forward the balance entirety of such purchase price shall be delivered to the Company or its agent as set forth in the Subscription Agreement if it represents Agreement. Except as otherwise provided herein, all expenses incurred by Participating Dealer in the performance of Participating Dealer’s obligations hereunder, including, but not limited to, expenses related to the DST Interests and any attorneys’ fees, shall be at Participating Dealer’s sole cost and expense. Investor Servicing Fee The payment of the Investor Servicing Fee to Participating Dealer Manager that: (i) is subject to terms and conditions set forth herein and the Selling Group Member is legally permitted Memorandum as may be amended or supplemented from time to do so; time. From and (ii) (A) after the Selling Group Member meets all applicable net capital requirements under sale of the rules of FINRA or other applicable rules regarding such an arrangement; (B) the Selling Group Member has forwarded the Subscription Agreement to the Company or its agentDST Interests hereunder, and until the Company has accepted the subscription prior to forwarding the purchase price for the Shares, net of the selling commissions Fee Limit (if any and dealer manager fees, if applicable, to which the Selling Group Member is entitled, to the Company or its agent; and (C) the Selling Group Member has verified that there are sufficient funds in the investor’s account with the Selling Group Member to cover the entire cost of the subscription. Selling Group Member shall wire such subscription funds to the Company or its agent as set forth in the Subscription Agreement by Acceptance Letter attached hereto) has been reached in the end event that the FMV Option is exercised, the Dealer Manager will pay to Participating Dealer during the term of the second business day following the Company’s acceptance Participating Dealer Agreement all or a portion of the subscriptionDST Investor Servicing Fee that will be paid quarterly and the OP Unit Investor Servicing Fee that will be paid monthly. The Selling Group Member aggregate Investor Servicing Fee payable to Participating Dealer shall equal the sum of the DST Investor Servicing Fee and the OP Unit Investor Servicing and shall be responsible in the amounts set forth in the table below. The class of OP Units received by an Investor in exchange for implementing DST Interests in connection with the volume discounts described exercise of the FMV Option shall be as set forth in or the table below and as otherwise provided in the “Plan applicable Subscription Agreement. To the extent that a Fee Limit is provided in the table below, then in no event shall aggregate Selling Commissions, Dealer Manager Fees and Investor Servicing Fees (including OP Unit Investor Servicing Fees) paid by an Investor exceed such Fee Limit. On the date on which the Dealer Manager, in conjunction with INREIT’s transfer agent, determines that the Fee Limit, if any, has been reached with respect to the OP Units of Distribution” section a particular class held by an Investor, all OP Units of such class held by such Investor automatically shall convert into Class I OP Units, and no further OP Unit Investor Servicing Fee shall be payable with respect to such OP Units. In no event shall the Investor Servicing Fee payable to Participating Dealer exceed the Investor Servicing Fee payable to the Dealer Manager pursuant to the DST Dealer Manager Agreement with respect to the DST Interests sold by Participating Dealer. The payment of the Prospectus. Requests Investor Servicing Fee shall be subject to combine purchase orders of Class T shares as a part of a combined order for the purpose of qualifying for discounts as described in the “Plan of Distribution” section of the Prospectus must be made in writing by the Selling Group Member, and any resulting reduction in upfront selling commissions will be prorated among the separate subscribers.following requirements:
Appears in 1 contract
Samples: DST Dealer Manager Agreement (Invesco Real Estate Income Trust Inc.)
Upfront Selling Commissions and Dealer Manager Fees. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended or supplemented from time to time, as compensation for completed sales (as defined below) by the Selling Group Member Selected Dealer of Class A, Class T shares and Class S Shares in the Primary Offering that the Selling Group Member Selected Dealer is authorized to sell in and for services rendered by the Primary OfferingSelected Dealer hereunder, the Dealer Manager shall reallow to the Selected Dealer Selling Group Member an upfront selling commission and dealer manager fee Commissions in an amount up to the percentage, if any, set forth below of the transaction price per share Share on such completed sales of Class A, Class T shares and Class S Shares, as applicable, by the Selected Dealer in the Primary Offering by Selling Group MemberOffering. Selling Group Member The Selected Dealer shall not receive selling commissions or dealer manager fees for sales of any DRP SharesShares issued pursuant to the DRP, or for sales of any Class D shares or Class I sharesShares, whether in the Primary Offering or pursuant to the DRP. For purposes of this Schedule I, a “completed sale” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received by the Company in full in the manner provided in Section 2 3 of the Agreement, the Company has accepted the subscription agreement of such subscriber, and the Company has thereafter distributed the selling commission and dealer manager fee Selling Commission to the Dealer Manager in connection with such transaction. The Selling Group Member Except as may withhold be provided in the upfront selling commissions “Plan of Distribution” section of the Prospectus, which may be amended or supplemented from time to time, as compensation for completed sales by the Selected Dealer of Class A and dealer manager fees, if applicable, to which it is entitled pursuant to the Agreement, this Schedule I and the Prospectus from the purchase price for the Class T shares Shares in the Primary Offering that the Selected Dealer is authorized to sell and forward for services rendered by the balance to the Company or its agent as set forth in the Subscription Agreement if it represents to Selected Dealer hereunder, the Dealer Manager that: (i) the Selling Group Member is legally permitted to do so; and (ii) (A) the Selling Group Member meets all applicable net capital requirements under the rules of FINRA or other applicable rules regarding such an arrangement; (B) the Selling Group Member has forwarded the Subscription Agreement shall reallow to the Company or its agentSelected Dealer a Dealer Manager Fee in an amount up to the percentage, if any, set forth below of the transaction price per Share on such completed sales of Class A Shares and the Company has accepted the subscription prior to forwarding the purchase price for the Class T Shares, net of the selling commissions and dealer manager fees, if as applicable, to which by the Selling Group Member is entitled, Selected Dealer in the Primary Offering. The Selected Dealer shall not receive Dealer Manager Fees for sales of any Shares issued pursuant to the Company DRP, or its agent; and (C) the Selling Group Member has verified that there are sufficient funds for sales of any Class S, Class D or Class I Shares, whether in the investor’s account with the Selling Group Member to cover the entire cost of the subscription. Selling Group Member shall wire such subscription funds Primary Offering or pursuant to the Company or its agent as set forth in the Subscription Agreement by the end of the second business day following the Company’s acceptance of the subscriptionDRP. The Selling Group Member Selected Dealer shall be responsible for implementing the volume discounts described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus. Requests to combine purchase orders of Class A, Class T shares or Class S Shares as a part of a combined order for the purpose of qualifying for discounts as described in the “Plan of Distribution” section of the Prospectus must be made in writing by the Selling Group MemberSelected Dealer, and any resulting reduction in upfront selling commissions Selling Commissions will be prorated among the separate subscribers.
Appears in 1 contract
Samples: Selected Dealer Agreement (InPoint Commercial Real Estate Income, Inc.)
Upfront Selling Commissions and Dealer Manager Fees. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended or supplemented from time to time, as compensation for completed sales (as defined below) by the Selling Group Member Dealer of Class T shares Primary Shares and Class S Primary Shares that the Selling Group Member Dealer is authorized to sell in the Primary Offeringand for services rendered by Dealer hereunder, the Dealer Manager shall reallow to Selling Group Member Dealer an upfront selling commission and dealer manager fee in an amount up to the percentage, if any, set forth below percentage of the transaction price per share set forth under “Share Class Election” in this Schedule 1 on such completed sales of Class T shares in the Primary Offering Shares and Class S Primary Shares, as applicable, by Selling Group MemberDealer. Selling Group Member Dealer shall not receive selling commissions or dealer manager fees for sales of any DRP DRIP Shares, or for sales of any Class D shares or Class I shares, whether in the Primary Offering or pursuant to the DRPDRIP. For purposes of this Schedule I1, a “completed sale” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received by the Company in full in the manner provided in Section 2 II of the Agreement, the Company has accepted the subscription agreement of such subscriber, subscriber and the Company has thereafter distributed the selling commission and dealer manager fee fee, as applicable, to the Dealer Manager in connection with such transaction. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended or supplemented from time to time, as compensation for completed sales by the Dealer of Class T Primary Shares that the Dealer is authorized to sell and for services rendered by Dealer hereunder, the Dealer Manager shall reallow to Dealer a dealer manager fee in an amount up to the percentage set forth below of the transaction price per share on such completed sales of Class T Primary Shares by Dealer. Dealer shall not receive dealer manager fees for sales of any DRIP Shares, or for sales of any Class S, Class D or Class I shares, whether in the Primary Offering or pursuant to the DRIP. The Selling Group Member Dealer may withhold the upfront selling commissions and dealer manager fees, if applicable, to which it is entitled pursuant to the Agreement, this Schedule I 1 and the Prospectus from the purchase price for the Class T shares Shares in the Primary Offering and forward the balance to the Company or its agent as set forth in the Subscription Agreement if it represents to the Dealer Manager that: (i) the Selling Group Member Dealer is legally permitted to do so; and (ii) (A) the Selling Group Member Dealer meets all applicable net capital requirements under the rules of FINRA or other applicable rules regarding such an arrangement; (B) the Selling Group Member Dealer has forwarded the Subscription Agreement to the Company or its agentagent within the time required under Section II, and received the Company has accepted Company’s written acceptance of the subscription prior to forwarding the purchase price for the Shares, net of the selling commissions and dealer manager fees, if applicable, to which the Selling Group Member Dealer is entitled, to the Company or its agent; and (C) the Selling Group Member Dealer has verified that there are sufficient funds in the investor’s account with the Selling Group Member Dealer to cover the entire cost of the subscription. Selling Group Member Dealer shall wire such subscription funds to the Company or its agent as set forth in the Subscription Agreement by the end of the second business day following the Company’s acceptance of the subscription. The Selling Group Member Dealer shall be responsible for implementing the volume discounts and other special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus. Requests to combine purchase orders of Class T shares or Class S shares as a part of a combined order for the purpose of qualifying for discounts as described in the “Plan of Distribution” section of the Prospectus must be made in writing by the Selling Group MemberDealer, and any resulting reduction in upfront selling commissions will be prorated among the separate subscribers.
Appears in 1 contract
Samples: Dealer Manager Agreement (Ares Real Estate Income Trust Inc.)
Upfront Selling Commissions and Dealer Manager Fees. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended or supplemented from time to time, as compensation for completed sales (as defined below) by the Selling Group Member Selected Dealer of Class A, Class T shares and Class S Shares in the Primary Offering that the Selling Group Member Selected Dealer is authorized to sell in and for services rendered by the Primary OfferingSelected Dealer hereunder, the Dealer Manager shall reallow to the Selected Dealer Selling Group Member an upfront selling commission and dealer manager fee Commissions in an amount up to the percentage, if any, set forth below of the transaction price per share Share on such completed sales of Class A, Class T shares and Class S Shares, as applicable, by the Selected Dealer in the Primary Offering by Selling Group MemberOffering. Selling Group Member The Selected Dealer shall not receive selling commissions or dealer manager fees for sales of any DRP SharesShares issued pursuant to the DRP, or for sales of any Class D shares or Class I sharesShares, whether in the Primary Offering or pursuant to the DRP. For purposes of this Schedule I, a “completed sale” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received by the Company in full in the manner provided in Section 2 3 of the Agreement, the Company has accepted the subscription agreement of such subscriber, and the Company has thereafter distributed the selling commission and dealer manager fee Selling Commission to the Dealer Manager in connection with such transaction. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended or supplemented from time to time, as compensation for completed sales by the Selected Dealer of Class A and Class T Shares in the Primary Offering that the Selected Dealer is authorized to sell and for services rendered by the Selected Dealer hereunder, the Dealer Manager shall reallow to the Selected Dealer a Dealer Manager Fee in an amount up to the percentage, if any, set forth below of the transaction price per Share on such completed sales of Class A Shares and Class T Shares, as applicable, by the Selected Dealer in the Primary Offering. The Selling Group Member Selected Dealer shall not receive Dealer Manager Fees for sales of any Shares issued pursuant to the DRP, or for sales of any Class S, Class D or Class I Shares, whether in the Primary Offering or pursuant to the DRP. The Selected Dealer may withhold the upfront selling commissions Selling Commissions and dealer manager feesDealer Manager Fees, if applicable, to which it is entitled pursuant to the Agreement, this Schedule I and the Prospectus from the purchase price for the Class T shares Shares in the Primary Offering and forward the balance to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company if it represents to the Dealer Manager that: (i) the Selling Group Member Selected Dealer is legally permitted to do so; and (ii) (A) the Selling Group Member Selected Dealer meets all applicable net capital requirements under the rules of FINRA or other applicable rules regarding such an arrangement; (B) the Selling Group Member Selected Dealer has forwarded the Subscription Agreement to the Company or its agent, agent within the time required under Section 3 of the Agreement and received the Company has accepted Company’s written acceptance of the subscription prior to forwarding the purchase price for the Shares, net of the selling commissions Selling Commissions and dealer manager feesDealer Manager Fees, if applicable, to which the Selling Group Member Selected Dealer is entitled, to the Company or its agent; and (C) the Selling Group Member Selected Dealer has verified that there are sufficient funds in the investor’s account with the Selling Group Member Selected Dealer to cover the entire cost of the subscription. Selling Group Member Selected Dealer shall wire such subscription funds to the Company or its agent as set forth in the Subscription Agreement or as otherwise directed by the Company by the end of the second business day following receipt of the Company’s written acceptance of the subscription. The Selling Group Member Selected Dealer shall be responsible for implementing the volume discounts described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus. Requests to combine purchase orders of Class A, Class T shares or Class S Shares as a part of a combined order for the purpose of qualifying for discounts as described in the “Plan of Distribution” section of the Prospectus must be made in writing by the Selling Group MemberSelected Dealer, and any resulting reduction in upfront selling commissions Selling Commissions will be prorated among the separate subscribers.
Appears in 1 contract
Samples: Dealer Manager Agreement (InPoint Commercial Real Estate Income, Inc.)
Upfront Selling Commissions and Dealer Manager Fees. Except as may be provided in the “Plan of Distribution” section of the ProspectusPrivate Placement Memorandum, which may be amended or supplemented from time to time, as compensation for completed sales (as defined below) by the Selling Group Member Participating Broker-Dealer of Class T shares T, Class S and Class D Shares that the Selling Group Member Participating Broker-Dealer is authorized to sell in the Primary Offeringand for services rendered by Participating Broker-Dealer hereunder, the Dealer Manager shall reallow to Selling Group Member Participating Broker-Dealer an upfront selling commission and dealer manager fee in an amount up equal to the percentage, if any, percentage set forth below of the transaction price per share Share on such completed sales of Class T shares in the Primary Offering T, Class S and Class D Shares, as applicable, by Selling Group MemberParticipating Broker-Dealer. Selling Group Member Participating Broker-Dealer shall not receive selling commissions or dealer manager fees for sales of any DRP DRIP Shares, or for sales of any Class D shares I, Class F or Class I shares, whether in the Primary Offering or pursuant to the DRPE Shares. For purposes of this Schedule I, a “completed sale” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received by the Company Trust in full in the manner provided in Section 2 II of the Agreement, the Company Trust has accepted the subscription agreement of such subscriber, and the Company Trust has thereafter distributed the selling commission and dealer manager fee to the Dealer Manager in connection with such transaction. The Selling Group Member Except as may be provided in the “Plan of Distribution” section of the Private Placement Memorandum, which may be amended or supplemented from time to time, as compensation for completed sales by Participating Broker-Dealer of Class T Shares that Participating Broker-Dealer is authorized to sell and for services rendered by Participating Broker-Dealer hereunder, the Dealer Manager shall reallow to Participating Broker-Dealer an upfront dealer manager fee in an amount equal to the percentage set forth below of the transaction price per share on such completed sales of Class T Shares by Participating Broker-Dealer. Participating Broker-Dealer shall not receive dealer manager fees for sales of any DRIP Shares, or for sales of any Class S, Class D, Class E, Class F or Class I Shares. Participating Broker-Dealer may withhold the upfront selling commissions and dealer manager fees, if applicable, to which it is entitled pursuant to the Agreement, this Schedule I and the Prospectus Private Placement Memorandum from the purchase price for the Class T shares Shares in the Primary Offering and forward the balance to the Company Trust or its agent as set forth in the Subscription Agreement if it represents to the Dealer Manager that: (i) the Selling Group Member Participating Broker-Dealer is legally permitted to do so; and (ii) (A) the Selling Group Member Participating Broker-Dealer meets all applicable net capital requirements under the rules Rules of FINRA or other applicable rules regarding such an arrangement; (B) the Selling Group Member Participating Broker-Dealer has forwarded the Subscription Agreement to the Company Trust or its agentagent within the time required under Section II of the Agreement, and received the Company has accepted Trust’s written acceptance of the subscription prior to forwarding the purchase price for the Shares, net of the selling commissions and dealer manager fees, if applicable, to which the Selling Group Member Participating Broker-Dealer is entitled, to the Company Trust or its agent; and (C) the Selling Group Member Participating Broker-Dealer has verified that there are sufficient funds in the investor’s account with the Selling Group Member Participating Broker-Dealer to cover the entire cost of the subscription. Selling Group Member Participating Broker-Dealer shall wire such subscription funds to the Company Trust or its agent as set forth in the Subscription Agreement by the end of the second business day following receipt of the CompanyTrust’s written acceptance of the subscription. The Selling Group Member Participating Broker-Dealer shall be responsible for implementing the volume discounts described in or as otherwise provided in the “Plan of Distribution” section of the ProspectusPrivate Placement Memorandum. Requests to combine purchase orders of Class T shares T, Class D or Class S Shares as a part of a combined order for the purpose of qualifying for discounts as described in the “Plan of Distribution” section of the Prospectus Private Placement Memorandum must be made in writing by the Selling Group MemberParticipating Broker-Dealer, and any resulting reduction in upfront selling commissions or dealer manager fees will be prorated among the separate subscribers.
Appears in 1 contract
Samples: Dealer Manager Agreement (Principal Credit Real Estate Income Trust)
Upfront Selling Commissions and Dealer Manager Fees. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended amended, restated, or supplemented from time to time, as compensation for completed sales (as defined below) by the Selling Group Member Selected Dealer of Class T shares S Shares, Class D Shares, Class F-S Shares, Class F-D Shares, and Class F-I Shares that the Selling Group Member Selected Dealer is authorized to sell in the Primary Offeringand for services rendered by Selected Dealer hereunder, the Dealer Manager shall reallow to Selling Group Member Selected Dealer an upfront selling commission and dealer manager fee in an amount up to the percentage, if any, set forth below of the transaction price per share Share on such completed sales of Class T shares in the Primary Offering S Shares, Class D Shares, Class F-S Shares, and Class F-D Shares, as applicable, by Selling Group MemberSelected Dealer. Selling Group Member Selected Dealer shall not receive selling commissions or dealer manager fees for sales of any DRP DRIP Shares, or for sales of any Class D shares I Shares or Class F-I sharesShares, whether in the primary portion of the Offering (the “Primary Offering Offering”) or pursuant to the DRPDRIP. For purposes of this Schedule I, a “completed sale” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received by the Company in full in the manner provided in Section 2 II of the Agreement, the Company has accepted the subscription agreement of such subscriber, and the Company has thereafter distributed the selling commission and dealer manager fee to the Dealer Manager in connection with such transaction. The Selling Group Member may withhold the upfront selling commissions and dealer manager fees, if applicable, to which it is entitled pursuant to the Agreement, this Schedule I and the Prospectus from the purchase price for the Class T shares in the Primary Offering and forward the balance to the Company or its agent as set forth in the Subscription Agreement if it represents to the Dealer Manager that: (i) the Selling Group Member is legally permitted to do so; and (ii) (A) the Selling Group Member meets all applicable net capital requirements under the rules of FINRA or other applicable rules regarding such an arrangement; (B) the Selling Group Member has forwarded the Subscription Agreement to the Company or its agent, and the Company has accepted the subscription prior to forwarding the purchase price for the Shares, net of the selling commissions and dealer manager fees, if applicable, to which the Selling Group Member is entitled, to the Company or its agent; and (C) the Selling Group Member has verified that there are sufficient funds in the investor’s account with the Selling Group Member to cover the entire cost of the subscription. Selling Group Member shall wire such subscription funds to the Company or its agent as set forth in the Subscription Agreement by the end of the second business day following the Company’s acceptance of the subscription. The Selling Group Member shall be responsible for implementing the volume discounts described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus. Requests to combine purchase orders of Class T shares as a part of a combined order for the purpose of qualifying for discounts as described in the “Plan of Distribution” section of the Prospectus must be made in writing by the Selling Group Member, and any resulting reduction in upfront selling commissions will be prorated among the separate subscribers.
Appears in 1 contract
Samples: Form of Selected Dealer Agreement (Apollo Realty Income Solutions, Inc.)
Upfront Selling Commissions and Dealer Manager Fees. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended or supplemented from time to time, as compensation for completed sales (as defined below) by the Selling Group Member Dealer of Class T shares Primary Shares, Class S Primary Shares, Class D Primary Shares, Class F-T Primary Shares, Class F-S Primary Shares and Class F-D Primary Shares that the Selling Group Member Dealer is authorized to sell in the Primary Offeringand for services rendered by Dealer hereunder, the Dealer Manager shall reallow to Selling Group Member Dealer an upfront selling commission and dealer manager fee in an amount up to the percentage, if any, set forth below of the transaction price per share on such completed sales of Class T shares in the Primary Offering Shares, Class S Primary Shares, Class D Primary Shares, Class F-T Primary Shares, Class F-S Primary Shares and Class F-D Primary Shares, as applicable, by Selling Group MemberDealer. Selling Group Member Dealer shall not receive selling commissions or dealer manager fees for sales of any DRP DRIP Shares, or for sales of any Class D I shares or Class F-I shares, whether in the Primary Offering or pursuant to the DRPDRIP. For purposes of this Schedule I, a “completed sale” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received by the Company in full in the manner provided in Section 2 II of the Agreement, the Company has accepted the subscription agreement of such subscriber, and the Company has thereafter distributed the selling commission and dealer manager fee to the Dealer Manager in connection with such transaction. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended or supplemented from time to time, as compensation for completed sales by the Dealer of Class T Primary Shares and Class F-T Primary Shares that the Dealer is authorized to sell and for services rendered by Dealer hereunder, the Dealer Manager shall reallow to Dealer a dealer manager fee in an amount up to the percentage set forth below of the transaction price per share on such completed sales of Class T Primary Shares and Class F-T Primary Shares by Dealer. Dealer shall not receive dealer manager fees for sales of any DRIP Shares, or for sales of any Class S, Class D, Class I, Class F-S, Class F-D, or Class F-I shares, whether in the Primary Offering or pursuant to the DRIP. The Selling Group Member Dealer may withhold the upfront selling commissions and dealer manager fees, if applicable, to which it is entitled pursuant to the Agreement, this Schedule I and the Prospectus from the purchase price for the Class T shares Shares in the Primary Offering and forward the balance to the Company or its agent as set forth in the Subscription Agreement if it represents to the Dealer Manager that: (i) the Selling Group Member Dealer is legally permitted to do so; and (ii) (A) the Selling Group Member Dealer meets all applicable net capital requirements under the rules of FINRA or other applicable rules regarding such an arrangement; (B) the Selling Group Member Dealer has forwarded the Subscription Agreement or Subscription Confirmation, as applicable, to the Company or its agentagent within the time required under Section II, and the Company has accepted the subscription prior to forwarding the purchase price for the Shares, net of the selling commissions and dealer manager fees, if applicable, to which the Selling Group Member Dealer is entitled, to the Company or its agent; and (C) the Selling Group Member Dealer has verified that there are sufficient funds in the investor’s account with the Selling Group Member Dealer to cover the entire cost of the subscription. Selling Group Member Dealer shall wire such subscription funds to the Company or its agent as set forth in the Subscription Agreement by the end of the second business day following the Company’s acceptance of the subscription. The Selling Group Member Dealer shall be responsible for implementing the volume discounts described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus. Requests to combine purchase orders of Class T shares, Class S shares, Class F-T shares or Class F-S shares, as a part of a combined order for the purpose of qualifying for discounts as described in the “Plan of Distribution” section of the Prospectus must be made in writing by the Selling Group MemberDealer, and any resulting reduction in upfront selling commissions and/or dealer manager fees will be prorated among the separate subscribers.
Appears in 1 contract
Samples: Dealer Manager Agreement (Cohen & Steers Income Opportunities REIT, Inc.)
Upfront Selling Commissions and Dealer Manager Fees. Except as may be provided in the “Plan of Distribution” section of the ProspectusMemorandum, which may be amended or supplemented from time to time, as compensation for completed sales (as defined below) by the Selling Group Member Participating Dealer of Class T shares Shares, Class S Shares and Class D Shares that the Selling Group Member Participating Dealer is authorized to sell in and for services rendered by the Primary OfferingParticipating Dealer hereunder, the Dealer Manager shall reallow to Selling Group Member the Participating Dealer an upfront selling commission and dealer manager fee in an amount up to the percentage, if any, set forth below percentage of the transaction price per share set forth under “Share Class Election” in this Schedule I on such completed sales of Class T shares in Shares, Class S Shares, or Class D Shares, as applicable, by the Primary Offering by Selling Group MemberParticipating Dealer. Selling Group Member The Participating Dealer shall not receive selling commissions or dealer manager fees for sales of any DRP Sharesshares, or for sales of any Class D shares or Class I shares, whether in the Primary Offering or pursuant to the DRP. For purposes of this Schedule I, a “completed sale” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documentsdocuments as set forth in the Memorandum, payment for the Shares has been received by the Company in full in the manner provided in Section 2 7 of the Agreement, the Company has accepted the subscription agreement Subscription Agreement of such subscriber, subscriber and the Company has thereafter distributed the selling commission and dealer manager fee fee, as applicable, to the Dealer Manager in connection with such transaction. Except as may be provided in the “Plan of Distribution” section of the Memorandum, which may be amended or supplemented from time to time, as compensation for completed sales by the Participating Dealer of Class T Shares that the Participating Dealer is authorized to sell and for services rendered by the Participating Dealer hereunder, the Dealer Manager shall reallow to the Participating Dealer a dealer manager fee in an amount up to the percentage set forth below of the transaction price per share on such completed sales of Class T Shares by the Participating Dealer. The Selling Group Member Participating Dealer shall not receive dealer manager fees for sales of any DRP Xxxxxx, or for sales of any Class S, Class D or Class I shares, whether in the Primary Offering or pursuant to the DRP. The Participating Dealer may withhold the upfront selling commissions and dealer manager fees, if applicable, to which it is entitled pursuant to the Agreement, this Schedule I and the Prospectus Memorandum from the purchase price for the Class T shares Shares in the Primary Offering and forward the balance to the Company or its agent as set forth in the Subscription Agreement if it represents to the Dealer Manager that: (i) the Selling Group Member Participating Dealer is legally permitted to do so; and (ii) (A) the Selling Group Member Participating Dealer meets all applicable net capital requirements under the rules of FINRA or other applicable rules regarding such an arrangement; (B) the Selling Group Member Participating Dealer has forwarded the Subscription Agreement to the Company or its agentagent within the time required under Section II, and received the Company has accepted Company’s written acceptance of the subscription prior to forwarding the purchase price for the Shares, net of the selling commissions and dealer manager fees, if applicable, to which the Selling Group Member Participating Dealer is entitled, to the Company or its agent; and (C) the Selling Group Member Participating Dealer has verified that there are sufficient funds in the investor’s account with the Selling Group Member Participating Dealer to cover the entire cost of the subscription. Selling Group Member The Participating Dealer shall wire such subscription funds to the Company or its agent as set forth in the Subscription Agreement by the end of the second business day following the Company’s acceptance of the subscription. The Selling Group Member Participating Dealer shall be responsible for implementing the volume discounts and other special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the ProspectusMemorandum. Requests to combine purchase orders of Class T shares or Class S shares as a part of a combined order for the purpose of qualifying for discounts as described in the “Plan of Distribution” section of the Prospectus Memorandum must be made in writing by the Selling Group MemberParticipating Dealer, and any resulting reduction in upfront selling commissions will be prorated among the separate subscribers.
Appears in 1 contract
Samples: Dealer Manager Agreement (Stirling Hotels & Resorts, Inc.)
Upfront Selling Commissions and Dealer Manager Fees. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended or supplemented from time to time, as compensation for completed sales (as defined below) by the Selling Group Member Dealer of Class T shares Primary Shares that the Selling Group Member Dealer is authorized to sell in and for services rendered by the Primary OfferingDealer hereunder, the Dealer Manager shall reallow to Selling Group Member the Dealer an upfront selling commission and dealer manager fee in an amount up equal to the percentage, if any, percentage set forth below of the transaction price per share on such completed sales of Class T shares in Primary Shares, Class S Primary Shares and Class D Primary Shares, as applicable, by the Primary Offering by Selling Group MemberDealer. Selling Group Member The Dealer shall not receive selling commissions or dealer manager fees for sales of any DRP Shares, DRIP Shares or for sales of any Class D shares or Class I shares, whether in the Primary Offering or pursuant to the DRPDRIP. For purposes of this Schedule I, a “completed sale” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received by the Company in full in the manner provided in Section 2 4 of the Agreement, the Company has accepted the subscription agreement of such subscriber, the Minimum Offering has been satisfied, and the Company has thereafter distributed the selling commission and dealer manager fee to the Dealer Manager in connection with such transaction. The Selling Group Member After the Minimum Offering applicable to the Offering has been satisfied, the Dealer may withhold the upfront selling commissions and dealer manager fees, if applicable, to which it is entitled pursuant to the Agreement, this Schedule I and the Prospectus from the purchase price for the Class T shares Shares in the Primary Offering and forward the balance to the Company or its agent as set forth in the Subscription Agreement if it represents to the Dealer Manager that: (i) the Selling Group Member Dealer is legally permitted to do so; and (ii) (A) the Selling Group Member Dealer meets all applicable net capital requirements under the rules of FINRA or other applicable rules regarding such an arrangement; (B) the Selling Group Member Dealer has forwarded the Subscription Agreement to the Company or its agentagent in good order within the time required under Section 4, and received the Company has accepted Company’s written acceptance of the subscription prior to forwarding the purchase price for the Shares, net of the selling commissions and dealer manager fees, if applicable, to which the Selling Group Member Dealer is entitled, to the Company or its agent; and (C) the Selling Group Member Dealer has verified that there are sufficient funds in the investor’s account with the Selling Group Member Dealer to cover the entire cost of the subscription. Selling Group Member The Dealer shall wire such subscription funds to the Company or its agent as set forth in the Subscription Agreement by the end of the second business day following receipt of the Company’s written acceptance of the subscription. The Selling Group Member shall be responsible for implementing the volume discounts described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus. Requests to combine purchase orders of Class T shares as a part of a combined order for the purpose of qualifying for discounts as described in the “Plan of Distribution” section of the Prospectus must be made in writing by the Selling Group Member, and any resulting reduction in upfront selling commissions will be prorated among the separate subscribers.
Appears in 1 contract
Samples: Form of Selected Dealer Agreement (Oaktree Real Estate Income Trust, Inc.)
Upfront Selling Commissions and Dealer Manager Fees. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended or supplemented from time to time, as compensation for completed sales (as defined below) by the Selling Group Member Dealer of Class T shares Primary Shares, Class S Primary Shares and Class D Primary Shares that the Selling Group Member Dealer is authorized to sell in the Primary Offeringand for services rendered by Dealer hereunder, the Dealer Manager shall reallow to Selling Group Member Dealer an upfront selling commission and dealer manager fee in an amount up to the percentage, if any, set forth below of the transaction price per share on such completed sales of Class T shares in the Primary Offering Shares, Class S Primary Shares and Class D Primary Shares, as applicable, by Selling Group MemberDealer. Selling Group Member Dealer shall not receive selling commissions or dealer manager fees for sales of any DRP DRIP Shares, or for sales of any Class D shares or Class I shares, whether in the Primary Offering or pursuant to the DRPDRIP. For purposes of this Schedule I, a “completed sale” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received by the Company in full in the manner provided in Section 2 II of the Agreement, the Company has accepted the subscription agreement of such subscriber, the Minimum Offering, if applicable, has been satisfied, and the Company has thereafter distributed the selling commission and dealer manager fee to the Dealer Manager in connection with such transaction. The Selling Group Member Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended or supplemented from time to time, as compensation for completed sales by the Dealer of Class T Primary Shares that the Dealer is authorized to sell and for services rendered by Dealer hereunder, the Dealer Manager shall reallow to Dealer a dealer manager fee in an amount up to the percentage set forth below of the transaction price per share on such completed sales of Class T Primary Shares by Dealer. Dealer shall not receive dealer manager fees for sales of any DRIP Shares, or for sales of any Class S, Class D or Class I shares, whether in the Primary Offering or pursuant to the DRIP. After the Minimum Offering applicable to an Offering has been satisfied or if no such Minimum Offering applies to an Offering, the Dealer may withhold the upfront selling commissions and dealer manager fees, if applicable, to which it is entitled pursuant to the Agreement, this Schedule I and the Prospectus from the purchase price for the Class T shares Shares in the Primary Offering and forward the balance to the Company or its agent as set forth in the Subscription Agreement if it represents to the Dealer Manager that: (i) the Selling Group Member Dealer is legally permitted to do so; and (ii) (A) the Selling Group Member Dealer meets all applicable net capital requirements under the rules of FINRA or other applicable rules regarding such an arrangement; (B) the Selling Group Member Dealer has forwarded the Subscription Agreement or Subscription Confirmation, as applicable, to the Company or its agentagent within the time required under Section II, and the Company has accepted the subscription prior to forwarding the purchase price for the Shares, net of the selling commissions and dealer manager fees, if applicable, to which the Selling Group Member Dealer is entitled, to the Company or its agent; and (C) the Selling Group Member Dealer has verified that there are sufficient funds in the investor’s account with the Selling Group Member Dealer to cover the entire cost of the subscription. Selling Group Member Dealer shall wire such subscription funds to the Company or its agent as set forth in the Subscription Agreement by the end of the second business day following the Company’s acceptance of the subscription. The Selling Group Member Dealer shall be responsible for implementing the volume discounts described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus. Requests to combine purchase orders of Class T shares or Class S shares as a part of a combined order for the purpose of qualifying for discounts as described in the “Plan of Distribution” section of the Prospectus must be made in writing by the Selling Group MemberDealer, and any resulting reduction in upfront selling commissions and/or dealer manager fees will be prorated among the separate subscribers.
Appears in 1 contract
Samples: Selected Dealer Agreement (EQT Exeter Real Estate Income Trust, Inc.)
Upfront Selling Commissions and Dealer Manager Fees. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended or supplemented from time to time, as compensation for completed sales (as defined below) by the Selling Group Member Selected Dealer of Class T shares T, Class S and Class D Shares in the Primary Offering that the Selling Group Member Selected Dealer is authorized to sell in and for services rendered by the Primary OfferingSelected Dealer hereunder, the Dealer Manager shall reallow to the Selected Dealer Selling Group Member an upfront selling commission and dealer manager fee Commissions in an amount up to the percentage, if any, set forth below of the transaction price per share Share on such completed sales of Class T shares T, Class S and Class D Shares, as applicable, by the Selected Dealer in the Primary Offering by Selling Group MemberOffering. Selling Group Member The Selected Dealer shall not receive selling commissions or dealer manager fees for sales of any DRP SharesShares issued pursuant to the DRP, or for sales of any Class D shares or Class I sharesShares, whether in the Primary Offering or pursuant to the DRP. For purposes of this Schedule I, a “completed sale” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received by the Company in full in the manner provided in Section 2 3 of the Agreement, the Company has accepted the subscription agreement of such subscriber, the Minimum Offering, if applicable, has been satisfied, and the Company has thereafter distributed the selling commission and dealer manager fee Selling Commission to the Dealer Manager in connection with such transaction. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended or supplemented from time to time, as compensation for completed sales by the Selected Dealer of Class T Shares in the Primary Offering that the Selected Dealer is authorized to sell and for services rendered by the Selected Dealer hereunder, the Dealer Manager shall reallow to the Selected Dealer a Dealer Manager Fee in an amount up to the percentage, if any, set forth below of the transaction price per Share on such completed sales of Class T Shares, as applicable, by the Selected Dealer in the Primary Offering. The Selling Group Member Selected Dealer shall not receive Dealer Manager Fees for sales of any Shares issued pursuant to the DRP, or for sales of any Class S, Class D or Class I Shares, whether in the Primary Offering or pursuant to the DRP. After the Minimum Offering applicable to an Offering has been satisfied or if no such Minimum Offering applies to an Offering, the Selected Dealer may withhold the upfront selling commissions Selling Commissions and dealer manager feesDealer Manager Fees, if applicable, to which it is entitled pursuant to the Agreement, this Schedule I and the Prospectus from the purchase price for the Class T shares Shares in the Primary Offering and forward the balance to the Company or its agent as set forth in the Subscription Agreement if it represents to the Dealer Manager that: (i) the Selling Group Member Selected Dealer is legally permitted to do so; and (ii) (A) the Selling Group Member Selected Dealer meets all applicable net capital requirements under the rules of FINRA or other applicable rules regarding such an arrangement; (B) the Selling Group Member Selected Dealer has forwarded the Subscription Agreement to the Company or its agentagent within the time required under Section 3, and the Company has accepted the subscription prior to forwarding the purchase price for the Shares, net of the selling commissions Selling Commissions and dealer manager feesDealer Manager Fees, if applicable, to which the Selling Group Member Selected Dealer is entitled, to the Company or its agent; and (C) the Selling Group Member Selected Dealer has verified that there are sufficient funds in the investor’s account with the Selling Group Member Selected Dealer to cover the entire cost of the subscription. Selling Group Member Selected Dealer shall wire such subscription funds to the Company or its agent as set forth in the Subscription Agreement by the end of the second business day following the Company’s acceptance of the subscription. The Selling Group Member Selected Dealer shall be responsible for implementing the volume discounts described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus. Requests to combine purchase orders of Class T shares or Class S Shares as a part of a combined order for the purpose of qualifying for discounts as described in the “Plan of Distribution” section of the Prospectus must be made in writing by the Selling Group MemberSelected Dealer, and any resulting reduction in upfront selling commissions Selling Commissions will be prorated among the separate subscribers.
Appears in 1 contract
Samples: Dealer Manager Agreement (IPC Alternative Real Estate Income Trust, Inc.)
Upfront Selling Commissions and Dealer Manager Fees. Except as may be provided in the “Plan of Distribution” section of the ProspectusMemorandum, which may be amended or supplemented from time to time, as compensation for completed sales (as defined below) by Participating Dealer of DST Interests in the Selling Group Member of Class T shares Offering that the Selling Group Member Participating Dealer is authorized to sell in the Primary Offeringand for services rendered by Participating Dealer hereunder, the Dealer Manager shall reallow to Participating Dealer upfront Selling Group Member an upfront selling commission Commissions and dealer manager fee a Dealer Manager Fee in an amount up to the percentage, if any, set forth below of the transaction price per share on such completed sales of Class T shares in the Primary Offering by Selling Group Member. Selling Group Member shall not receive selling commissions or dealer manager fees for sales of any DRP Shares, or for sales of any Class D shares or Class I shares, whether in the Primary Offering or pursuant to the DRPtable below. For purposes of this Schedule I, a “completed sale” shall occur if and only if a transaction has closed with a subscriber for Shares DST Interests pursuant to all applicable offering and subscription documents, payment for the Shares DST Interests has been received by the Company applicable Trust in full in the manner provided in Section 2 II of the Agreement, the Company applicable Trust has accepted the subscription agreement of such subscriber, and the Company applicable Trust has thereafter distributed the selling commission Selling Commissions and dealer manager fee a Dealer Manager Fee to the Dealer Manager in connection with such transaction. The Except as may be provided in the Memorandum, which may be amended or supplemented from time to time, as compensation for completed sales by Participating Dealer of DST Interests is authorized to sell and for services rendered by Participating Dealer hereunder, the Dealer Manager shall reallow to Participating Dealer Selling Group Member may Commissions and a Dealer Manager Fee in the amounts set forth in the table below. In no event shall Participating Dealer withhold the upfront selling commissions and dealer manager fees, if applicable, to which it is entitled pursuant to the Agreement, this Schedule I and the Prospectus from any portion of the purchase price for the Class T shares DST Interests in an Offering, and the Primary Offering and forward the balance entirety of such purchase price shall be delivered to the Company applicable Trust or its agent as set forth in the Subscription Agreement if it represents Agreement. Except as otherwise provided herein, all expenses incurred by Participating Dealer in the performance of Participating Dealer’s obligations hereunder, including, but not limited to, expenses related to the DST Interests and any attorneys’ fees, shall be at Participating Dealer’s sole cost and expense. Investor Servicing Fee The payment of the Investor Servicing Fee to Participating Dealer Manager that: (i) is subject to terms and conditions set forth herein and the Selling Group Member is legally permitted Memorandum as may be amended or supplemented from time to do so; time. From and (ii) (A) after the Selling Group Member meets all applicable net capital requirements under sale of the rules of FINRA or other applicable rules regarding such an arrangement; (B) the Selling Group Member has forwarded the Subscription Agreement to the Company or its agentDST Interests hereunder, and until the Company has accepted the subscription prior to forwarding the purchase price for the Shares, net of the selling commissions Fee Limit (if any and dealer manager fees, if applicable, to which the Selling Group Member is entitled, to the Company or its agent; and (C) the Selling Group Member has verified that there are sufficient funds in the investor’s account with the Selling Group Member to cover the entire cost of the subscription. Selling Group Member shall wire such subscription funds to the Company or its agent as set forth in the Subscription Agreement by Acceptance Letter attached hereto) has been reached in the end event that the FMV Option is exercised, the Dealer Manager will pay to Participating Dealer during the term of the second business day following the Company’s acceptance Participating Dealer Agreement all or a portion of the subscriptionDST Investor Servicing Fee that will be paid monthly and the OP Unit Investor Servicing Fee that will be paid monthly. The Selling Group Member aggregate Investor Servicing Fee payable to Participating Dealer shall equal the sum of the DST Investor Servicing Fee and the OP Unit Investor Servicing Fee and shall be responsible in the amounts set forth in the table below. The class of OP Units received by an Investor in exchange for implementing DST Interests in connection with the volume discounts described in or exercise of the FMV Option shall be as otherwise provided in the “Plan applicable Subscription Agreement. To the extent that a Fee Limit is provided in the table below, then in no event shall aggregate Selling Commissions, Dealer Manager Fees and Investor Servicing Fees (including OP Unit Investor Servicing Fees) paid by an Investor exceed such Fee Limit. On the date on which the Dealer Manager, in conjunction with SREIT’s transfer agent, determines that the Fee Limit, if any, has been reached with respect to the OP Units of Distribution” section a particular class held by an Investor, all OP Units of such class held by such Investor automatically shall convert into Class I OP Units, and no further OP Unit Investor Servicing Fee shall be payable with respect to such OP Units. In no event shall the Investor Servicing Fee payable to Participating Dealer exceed the Investor Servicing Fee payable to the Dealer Manager pursuant to the DST Dealer Manager Agreement with respect to the DST Interests sold by Participating Dealer. The payment of the Prospectus. Requests Investor Servicing Fee shall be subject to combine purchase orders of Class T shares as a part of a combined order for the purpose of qualifying for discounts as described in the “Plan of Distribution” section of the Prospectus must be made in writing by the Selling Group Member, and any resulting reduction in upfront selling commissions will be prorated among the separate subscribers.following requirements:
Appears in 1 contract
Samples: DST Dealer Manager Agreement (Starwood Real Estate Income Trust, Inc.)
Upfront Selling Commissions and Dealer Manager Fees. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended or supplemented from time to time, as compensation for completed sales (as defined below) by the Selling Group Member Dealer of Class T shares Primary Shares and Class S Primary Shares that the Selling Group Member Dealer is authorized to sell in the Primary Offeringand for services rendered by Dealer hereunder, the Dealer Manager shall reallow to Selling Group Member Dealer an upfront selling commission and dealer manager fee in an amount up equal to the percentage, if any, set forth below percentage of the transaction price per share set forth under “Share Class Election in this Exhibit A on such completed sales of Class T shares in the Primary Offering Shares and Class S Primary Shares, as applicable, by Selling Group MemberDealer. Selling Group Member Dealer shall not receive selling commissions or dealer manager fees for sales of any DRP DRIP Shares, or for sales of any Class D shares or Class I shares, whether in the Primary Offering or pursuant to the DRPDRIP. For purposes of this Schedule IExhibit A, a “completed sale” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received by the Company in full in the manner provided in Section 2 3 of the Agreement, the Company has accepted the subscription agreement of such subscriber, and the Company has thereafter distributed the selling commission and dealer manager fee fee, as applicable, to the Dealer Manager in connection with such transaction. The Selling Group Member Except as may withhold be provided in the upfront “Plan of Distribution” section of the Prospectus, which may be amended or supplemented from time to time, as compensation for completed sales by Dealer of Class T Primary Shares that Dealer is authorized to sell and for services rendered by Dealer hereunder, the Dealer Manager shall reallow to Dealer a dealer manager fee in an amount equal to the percentage set forth below of the transaction price per share on such completed sales of Class T Primary Shares by Dealer. Dealer shall not receive dealer manager fees for sales of any DRIP Shares, or for sales of any Class S, Class D or Class I shares, whether in the Primary Offering or pursuant to the DRIP. Dealer may retain the selling commissions and dealer manager fees, if applicable, to which it is entitled pursuant to the Agreement, this Schedule I Exhibit A and the Prospectus from the purchase price for the Class T shares Shares in the Primary Offering and forward the balance to the Company or its agent as set forth in the Subscription Agreement if it represents to the Dealer Manager that: (i) the Selling Group Member Dealer is legally permitted to do so; and (ii) (A) the Selling Group Member Dealer meets all applicable net capital requirements under the rules of FINRA or other applicable rules regarding such an arrangement; (B) the Selling Group Member Dealer has forwarded the Subscription Agreement to the Company or its agentagent within the time required under Section 3, and received the Company has accepted Company’s written acceptance of the subscription prior to forwarding the purchase price for the Shares, net of the selling commissions and dealer manager fees, if applicable, to which the Selling Group Member Dealer is entitled, to the Company or its agent; and (C) the Selling Group Member Dealer has verified that there are sufficient funds in the investor’s account with the Selling Group Member Dealer to cover the entire cost of the subscription. Selling Group Member Dealer shall wire such subscription funds to the Company or its agent as set forth in the Subscription Agreement by within the end time required under Section 3 following receipt of the second business day following the Company’s written acceptance of the subscription. The Selling Group Member Dealer shall be responsible for implementing the volume discounts described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus. Requests to combine purchase orders of Class T shares or Class S shares as a part of a combined order for the purpose of qualifying for discounts as described in the “Plan of Distribution” section of the Prospectus must be made in writing by the Selling Group MemberDealer, and any resulting reduction in upfront selling commissions and/or dealer manager fees will be prorated among the separate subscribers.
Appears in 1 contract
Samples: Selected Dealer Agreement (Black Creek Diversified Property Fund Inc.)
Upfront Selling Commissions and Dealer Manager Fees. Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended or supplemented from time to time, as compensation for completed sales (as defined below) by the Selling Group Member Dealer of Class T shares T, Class S and Class D Primary Shares that the Selling Group Member Dealer is authorized to sell in the Primary Offeringand for services rendered by Dealer hereunder, the Dealer Manager shall reallow to Selling Group Member Dealer an upfront selling commission and dealer manager fee in an amount up equal to the percentage, if any, percentage set forth below of the transaction price per share Share on such completed sales of Class T shares in the T, Class S and Class D Primary Offering Shares, as applicable, by Selling Group MemberDealer. Selling Group Member Dealer shall not receive selling commissions or dealer manager fees for sales of any DRP DRIP Shares, or for sales of any Class D shares or Class I sharesShares, whether in the primary portion of the Offering (the “Primary Offering Offering”) or pursuant to the DRPDRIP. For purposes of this Schedule I, a “completed sale” shall occur if and only if a transaction has closed with a subscriber for Shares pursuant to all applicable offering and subscription documents, payment for the Shares has been received by the Company in full in the manner provided in Section 2 II of the Agreement, the Company has accepted the subscription agreement of such subscriber, and the Company has thereafter distributed the selling commission and dealer manager fee to the Dealer Manager in connection with such transaction. The Selling Group Member Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended or supplemented from time to time, as compensation for completed sales by Dealer of Class T Primary Shares that Dealer is authorized to sell and for services rendered by Dealer hereunder, the Dealer Manager shall reallow to Dealer an upfront dealer manager fee in an amount equal to the percentage set forth below of the transaction price per share on such completed sales of Class T Primary Shares by Dealer. Dealer shall not receive dealer manager fees for sales of any DRIP Shares, or for sales of any Class S, Class D or Class I Shares, whether in the Primary Offering or pursuant to the DRIP. Dealer may withhold the upfront selling commissions and dealer manager fees, if applicable, to which it is entitled pursuant to the Agreement, this Schedule I and the Prospectus from the purchase price for the Class T shares Shares in the Primary Offering and forward the balance to the Company or its agent as set forth in the Subscription Agreement if it represents to the Dealer Manager that: (i) the Selling Group Member Dealer is legally permitted to do so; and (ii) (A) the Selling Group Member Dealer meets all applicable net capital requirements under the rules Rules of FINRA or other applicable rules regarding such an arrangement; (B) the Selling Group Member Dealer has forwarded the Subscription Agreement to the Company or its agentagent within the time required under Section II of the Agreement, and received the Company has accepted Company’s written acceptance of the subscription prior to forwarding the purchase price for the Shares, net of the selling commissions and dealer manager fees, if applicable, to which the Selling Group Member Dealer is entitled, to the Company or its agent; and (C) the Selling Group Member Dealer has verified that there are sufficient funds in the investor’s account with the Selling Group Member Dealer to cover the entire cost of the subscription. Selling Group Member Dealer shall wire such subscription funds to the Company or its agent as set forth in the Subscription Agreement by the end of the second business day following receipt of the Company’s written acceptance of the subscription. The Selling Group Member Dealer shall be responsible for implementing the volume discounts described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus. Requests to combine purchase orders of Class T shares or Class S Shares as a part of a combined order for the purpose of qualifying for discounts as described in the “Plan of Distribution” section of the Prospectus must be made in writing by the Selling Group MemberDealer, and any resulting reduction in upfront selling commissions or dealer manager fees will be prorated among the separate subscribers.
Appears in 1 contract
Samples: Dealer Manager Agreement (Starwood Real Estate Income Trust, Inc.)