DEALER-MANAGER COMPENSATION. (i) Subject to the volume discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d), the Company agrees to pay the Dealer Manager selling commissions in the amount of seven percent (7.0%) of the selling price of each Share for which a sale is completed from the Shares offered in the Primary Offering. Alternatively, if the Soliciting Dealer elects to receive selling commissions equal to seven and one-half percent (7.5%) in accordance with the Soliciting Dealers Agreement, the Company agrees to pay the Dealer Manager selling commissions in the amount of seven and one-half percent (7.5%) of the selling price of each Share for which a sale is completed from the Shares offered in the Primary Offering, two and one-half percent (2.5%) of which selling commissions shall be payable at the time of such sale and one percent (1%) of which shall be paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. The Company will not pay selling commissions for sales of DRP Shares, and the Company will pay reduced selling commissions or may eliminate commissions on certain sales of Shares, including the reduction or elimination of selling commissions in accordance with, and on the terms set forth in, the Prospectus. The Dealer Manager will reallow all the selling commissions, subject to federal and state securities laws, to the Soliciting Dealer who sold the Shares, as described more fully in the Soliciting Dealers Agreement. In no event shall the Dealer Manager be entitled to payment of any compensation in connection with the Offering that is not completed according to this Agreement; provided, however, that the reimbursement of out-of-pocket accountable expenses actually incurred by the Dealer Manager or Person associated with the Dealer Manager shall not be presumed to be unfair or unreasonable and shall be payable under normal circumstances.
(ii) Subject to the special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d), as compensation for acting as the dealer manager, the Company will pay the Dealer Manager, a dealer manager fee in the amount of three percent (3.0%) of the selling price of each Share for which a sale is completed from the Shares offered in the Primary Offering (the “Dealer Manager Fee”). Notwithstanding, the Dealer Manager...
DEALER-MANAGER COMPENSATION. As compensation for services rendered hereunder the Company shall pay you the following:
(a) Subject to the volume discounts and provisions regarding Special Sales (as defined below): (i) a selling commission equal to seven and one-half percent (7.5%) of the selling price of each Share for which a sale is completed with respect to Shares offered on a “best efforts” basis, of which seven percent (7.0%) may be reallowed by you to the Soliciting Dealers; (ii) a marketing contribution equal to two and one-half percent (2.5%) of the selling price of each Share for which a sale is completed with respect to Shares offered on a “best efforts” basis, of which one and one-half percent (1.5%) may be reallowed by you to the Soliciting Dealers; and (iii) all actual expenses incurred in connection with due diligence investigation of the Company or the Offering up to one-half percent (0.5%) of the selling price of each Share for which a sale is completed with respect to Shares offered on a “best efforts” basis (except for certain Special Sales), some portion of which may be reallowed by you to the Soliciting Dealers for any bona fide due diligence expense incurred by the Soliciting Dealers.
(b) Notwithstanding the provisions of Section 3(a) above, and subject to certain conditions and exceptions explained below, the reallowable selling commission to be paid by the Company shall be reduced for Shares sold to investors making an initial cash investment or, in the aggregate, combined additional investments of at least $250,000.00 through the same Soliciting Dealer in accordance with the following schedule: 1% $ 250,000 $ 499,999 6% 2% $ 500,000 $ 999,999 5% 3% $ 1,000,000 $ 2,499,999 4% 4% $ 2,500,000 $ 4,999,999 3% 5% $ 5,000,000 $ 9,999,999 2% 6% $ 10,000,000 and over 1% Any reduction in the amount of the selling commissions in respect of volume discounts received will be credited to the investor in the form of additional whole shares with fractional shares being rounded up to the nearest whole number. Selling commissions will not be paid on whole Shares issued in respect of a volume discount.
(i) To the extent reasonably practicable, you or the Soliciting Dealer shall combine purchases for the purpose of qualifying an investor for, and crediting a purchaser or purchasers with, additional Shares provided that all combined purchases are made through the same Soliciting Dealer and approved by the Company. For these purposes, the Company will combine subscriptions made in th...
DEALER-MANAGER COMPENSATION. (i) The Company agrees to pay to you a sales commission of 7% of the sales price for each Share sold (except for Special Sales) from the 51,000,000 Shares offered on a “best efforts” basis, as set forth in the Prospectus under the caption “Plan of Distribution,” subject to the limitations described below which such compensation may be retained or reallowed by you, subject to federal and state securities laws, to the Soliciting Dealer who sold the Shares, as described more fully in the Soliciting Dealers Agreement. In lieu of reimbursement of specific expenses, and as compensation for acting as the managing dealer, you will also receive, subject to the limitations described herein and in the Prospectus, a managing dealer fee equal to 3% of the sale price from the 51,000,000 Shares offered on a “best efforts” basis, of which such fee may be retained or reallowed by you, subject to federal and state securities laws, to the Soliciting Dealer who sold the Shares, as described more fully in the Soliciting Dealers Agreement. No sales commissions or dealer manager fees will be paid in connection with common stock sold under the Company’s distribution reinvestment plan. Single Purchasers (as defined below) purchasing more than $250,000 worth of Shares (25,000 Shares) will be entitled to a reduced Share purchase price and a reduction in selling commissions payable in connection with the purchase of such Shares in accordance with the following schedule: $ 2,000 - $ 250,000 $ 10.00 $ 0.70 $ 250,001 - $ 500,000 $ 9.85 $ 0.55 $ 500,001 - $ 750,000 $ 9.70 $ 0.40 $ 750,001 - $ 1,000,000 $ 9.60 $ 0.30 $ 1,000,001 - $ 5,000,000 $ 9.50 $ 0.20 Any reduction from the amount of selling commissions otherwise payable to you and reallowable to a Soliciting Dealer in respect of a purchaser’s subscription will be credited to the purchaser in the form of additional whole Shares purchased net of commissions. No fractional Shares will be issued. As to sales of Shares which are entitled to the above described volume discounts, the Company will pay the reduced selling commissions set forth above. Selling commissions for purchases of $5,000,000 or more will, in the Company’s sole discretion, be reduced to $0.20 per Share or less. Selling commissions paid will in all cases be the same for the same level of sales. In the event of a sale of $5,000,000 or more, the Company will supplement the Prospectus in the manner described in the Prospectus under the section “Volume Discounts”. Certain su...
DEALER-MANAGER COMPENSATION. (i) Subject to the special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d), the table below sets forth the amount of sales commissions and additional compensation that the Company will pay in connection with the Offering: L Bond Term Sales Commission Additional Compensation Total 2 years 3.25 % 4.75 % 8.00 % 3 years 4.25 % 3.75 % 8.00 % 5 years 4.90 % 3.10 % 8.00 % 7 years 5.00 % 3.00 % 8.00 % The sales commission and additional compensation equal the percentages of the selling price of each Unit sold in the Offering as set forth above. As described above, additional compensation includes: (i) a Dealer Manager Fee payable to the Dealer Manager in an amount equal to 0.50% of the principal amount of all L Bonds sold; (ii) an accountable expense allowance to the Soliciting Dealers, which may include due-diligence expenses set forth in a detailed and itemized invoice; (iii) wholesaling fees, which may consist of commissions and non-transaction-based compensation of the wholesalers, (iv) non-cash compensation; and (v) up to a 1.00% reallowance to Soliciting Dealers.
(ii) Subject to the special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d), as compensation for acting as the dealer manager, the Company will pay the Dealer Manager a dealer manager fee in the amount of up to and including 0.50% of the selling price of each Unit sold in the Offering (the “Dealer Manager Fee”). Further, the Dealer Manager is entitled to receive: ● an accountable allowance expense, which includes, subject to Section 3(e), due diligence expenses and wholesaling expenses other than salaries and commissions to the wholesalers; ● a wholesaling fee which may consist of commissions and non-transaction based compensation; and ● non-cash compensation. ● up to a 1.00% reallowance of the selling price to be paid to Soliciting Dealers for each Unit sold. The Dealer Manager may retain or re-allow up to 1.00% of any additional compensation it receives, subject to federal and state securities laws, to the Soliciting Dealer who sold the Units, as described more fully in the Soliciting Dealer Agreement.
(iii) All selling commissions and Dealer Manager Fees payable to the Dealer Manager will be paid at least within twenty (20) business days after each subscription for Units is accepted the Company, in an amount equal to the sales commissions plus...
DEALER-MANAGER COMPENSATION. The Company agrees to pay to you a selling commission of 7.5%, of which 7% may be reallowed by you to the Soliciting Dealers, of the sales price for each Share sold (except for Special Sales) from the 250,000,000 Shares offered on a "best efforts" basis, as set forth in the Prospectus under the caption "Plan of Distribution," subject to the limitations described below. In lieu of reimbursement of specific expenses, you will also receive, subject to the limitations described herein and in the Prospectus, a marketing contribution (equal to 2.5%) and due diligence expense allowance (equal to 0.5%), both aggregating 3% of the sale price from the 250,000,000 Shares offered on a "best efforts" basis (except for certain Special Sales), some portion of which may be reallowed by you to the Soliciting Dealers. Subject to certain conditions and exceptions explained below, effective June 1, 2004, investors making an initial cash investment of at least $250,010.00 through the same Soliciting Dealer will receive a reduction of the 7% reallowable selling commission payable in connection with the purchase of those Shares in accordance with the following schedule: Any reduction in the amount of the selling commissions in respect of volume discounts received will be credited to the investor in the form of additional whole shares or fractional shares. Selling commissions will not be paid on any such whole shares or fractional shares issued for a volume discount. To the extent reasonably practicable, purchases will be combined for the purpose of qualifying for a volume discount and crediting a purchaser or purchasers with additional Shares for the above described volume discount, and for determining commissions payable to you and reallowable to Soliciting Dealers, so long as all such combined purchases are made through the same Soliciting Dealer and approved by the Company. The Company will combine subscriptions made in the Offering with other subscriptions in the Offering by a purchaser for the purpose of computing amounts invested. Purchases by spouses will also be combined and purchases by any investor may be combined with other purchases of Shares to be held as a joint tenant or a tenant in common by such investor with others for purposes of computing amounts invested. Purchases by Tax-Exempt Entities will only be combined with purchases by other Tax-Exempt Entities for purposes of computing amounts invested only if investment decisions are made by the same Person, provid...
DEALER-MANAGER COMPENSATION. (i) Subject to the volume discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d), the Company agrees to pay the Dealer Manager selling commissions in the amount of seven percent (7%) of the selling price of each Share for which a sale is completed from the Shares offered in the Primary
DEALER-MANAGER COMPENSATION. 4.1 In consideration for the services rendered by the Dealer Manager, the Fund agrees that it will pay to the Dealer Manager:
(a) Subject to the volume discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus, the Fund will pay the Dealer Manager selling commissions in the amount of two and one half percent (2.5%) of the selling price of each Share for which a sale is completed, and an additional Dealer Manager Fee in the amount of two and one half percent (2.5%) of the selling price of each Share for which a sale is completed (five percent (5.0%) in total). The Company will not pay selling commissions or a Dealer Manager Fee for sales of Shares pursuant to its dividend reinvestment program. The Dealer Manager will re-allow all the selling commissions, subject to federal and state securities laws, to the Participating Dealer who sold the Shares. The Dealer Manager may retain or re-allow a portion of the Dealer Manager Fee, subject to federal and state securities laws, to the Participating Dealer who sold the Shares, as described more fully in the Participating Dealer Agreement.
(b) In addition, the Fund will pay the Dealer Manager, beginning the first calendar quarter after the close of the Offering period, asset-based distribution and Dealer Manager fees at an annualized rate of one percent (1.0%) of the price, net of all sales load, at which Shares are being sold in the Offering. Such distribution and Dealer Manager fees are accrued daily and paid quarterly in arrears and consists of three quarter percent (0.75%) distribution fees and quarter percent (0.25%) ongoing Dealer Manager fees. The Fund will cease paying distribution and dealer manager fees at the earlier of: (i) the date at which the underwriting compensation, including the distribution and Dealer Manager fees, paid by the Fund and shareholders, equals eight and one half percent (8.5%) of the gross proceeds from the Offering; and (ii) the date at which a liquidity event occurs.
(c) All initial selling commissions and Dealer Manager fees payable to the Dealer Manager will be paid at least within thirty (30) business days after the investor subscribing for the Share is admitted as a shareholder of the Company, in an amount equal to the sales commissions payable with respect to such Shares. The Dealer Manager acknowledges that no commissions, payments or amount will be paid to the Dealer Manager unless and until the gross ...
DEALER-MANAGER COMPENSATION. The text of Sections 4.4 and 4.5 of the Dealer Manager Agreement incorporated by reference herein are hereby deleted and replaced in their entirety with the following: “[intentionally omitted].”
DEALER-MANAGER COMPENSATION. Subject to the volume discounts and other special circumstances described in or otherwise provided in the “The Offering/Plan of Distribution” section of the Prospectus or this Section 3(d), the Company agrees to pay the Dealer Manager selling commissions in the amount of seven percent (7.0%) of the selling price of each Class A Share for which a sale is completed from the Class A Shares offered in the Primary Offering and selling commissions in the amount of two percent (2.0%) of the selling price of each Class T Share for which a sale is completed from the Class T Shares offered in the Primary Offering. The Company will not pay selling commissions for sales of Class A Shares or Class T Shares pursuant to the DRIP. The Company will pay reduced selling commissions or may eliminate commissions on certain sales of Class A Shares, including the reduction or elimination of selling commissions in accordance with, and on the terms set forth in, the Prospectus. The Dealer Manager will re-allow all the selling commissions, subject to federal and state securities laws, to the Selected Dealer who sold the Shares. An annual distribution and shareholder servicing fee will be paid to the Dealer Manager in connection with purchases of the Class T Shares. The annual distribution and shareholder servicing fee of 1% of the purchase price per share (or, once reported, the amount of the estimated net asset value per share) will accrue daily as provided in the “The Offering/Plan of Distribution” section of the Prospectus. The Dealer Manager may reallow the distribution and shareholder servicing fee to the Selected Dealer who initially sold the Class T Shares giving rise to such distribution and shareholder servicing fees to the extent the Selected Dealer Agreement with such Selected Dealer provides for such a reallowance. Notwithstanding, if the Dealer Manager is notified that the Selected Dealer who sold such Class T Shares is no longer the broker-dealer of record with respect to such Class T Shares, then such Selected Dealer’s entitlement to the distribution and shareholder servicing fee related to such Class T Shares shall cease, and such Selected Dealer shall not receive the distribution and shareholder servicing fee for any portion of the quarter in which such Selected Dealer is not the broker dealer of record on the last day of the quarter. Thereafter, such distribution and shareholder servicing fee may be reallowed by the Dealer Manager to the then-current broker-dealer...
DEALER-MANAGER COMPENSATION. (i) The Company agrees to pay to you a sales commission of up to 7% of the sales price (or up to $.70) for each Share sold, as set forth in the Prospectus under the caption "Plan of Distribution," subject to the limitation described below, as well as one Soliciting Dealer Warrant for every 40 Shares sold, of which such compensation may be retained or reallowed, subject to federal and state securities laws, to the Soliciting Dealer who sold the Shares as described more fully in the Soliciting Dealers Agreement; provided, however, that Soliciting Dealer Warrants will not be issued and you will not transfer these warrants to Soliciting Dealers in connection with the sale of Shares to residents of the States of Minnesota, Nebraska, South Carolina and Texas and provided further that the Company will not issue more than 875,000 warrants in connection with the Offering of the Shares. You will also receive a marketing contribution and due diligence expense allowance fee equal to 2.5% of the sale price, some portion of which may be reallowed to the Soliciting Dealers.
