Class D Shares. Shares of the Company’s $0.01 par value common stock that have been designated as Class D.
Class D Shares. Executive Employee shall also be issued 1,000 shares of Class D Non-voting Common Stock of Holding issued pursuant to Schedule II of the Stockholders' Agreement (the "Performance Share Program") and subject to the terms and conditions of Section 9 of the Stockholders' Agreement.
Class D Shares. For transfer agency services provided directly by Janus Services, Class D Shares shall compensate Janus Services an annual fee, calculated and payable for each day that this Agreement is in effect, of 1/365 (or 1/366 in a leap year) of 0.12% of the daily closing net asset value of Class D Shares.
Class D Shares. Subject to the terms of the Agreement, including without limitation Sections IV, V and VI of the Agreement, the Dealer Manager shall reallow to the Dealer 100% of the distribution and stockholder servicing fees received by the Dealer Manager with respect to Class D Shares sold by the Dealer until such time as the Dealer has received aggregate distribution and stockholder servicing fees with respect to such Class D Shares equal to [•]% of the gross proceeds from the sale of such Class D Shares. The Dealer Manager shall pay the distribution and stockholder servicing fee to the Dealer monthly in arrears. Notwithstanding anything to the contrary contained in this Schedule, the Dealer affirms that the Dealer Manager’s liability for payment of the distribution and stockholder servicing fees to the Dealer is limited solely to the distribution and stockholder servicing fees received by the Dealer Manager from the Company associated with the Dealer’s sale of Class D Shares.
Class D Shares. Dealer is electing to sell Class D shares for fee-based and/or registered representative purchase (includes purchase by immediate family members). ☐ Fee-based ☐ Registered representative purchase (includes purchases by immediate family members)
Class D Shares. For transfer agency services provided directly by Janus Services, Class D Shares shall compensate Janus Services an annual fee, calculated and payable for each day that this Agreement is in effect, of 1/365 (or 1/366 in a leap year) of 0.0012% of the first $39,999,999,999 of the daily closing net asset value of Class D Shares, plus 1/365 (or 1/366 in a leap year) of 0.0010% of the next $40,000,000,000 to $49,999,999,999 daily closing net asset value of Class D Shares, plus 1/365 (or 1/366 in a leap year) of 0.0008% of the daily closing net asset value of Class D Shares in excess of $50,000,000,000.
Class D Shares. The Fund shall pay the Transfer Agent an annualized fee of $9.50 per shareholder account that is open during any monthly period. Such fee shall be billed by the Transfer Agent monthly in arrears on a prorated basis of 1/12 of the annualized fee for all accounts that are open during such a month. The Fund shall pay the Transfer Agent an additional fee of $.125 per closed account per month applicable to those shareholder accounts which close in a given month and remain closed through the following month-end billing cycle. Such fee shall be billed by the Transfer Agent monthly in arrears. Schedule B OUT-OF-POCKET EXPENSES The Fund shall reimburse the Transfer Agent monthly for applicable out-of-pocket expenses, including, but not limited to the following items: - Microfiche/microfilm production - Magnetic media tapes and freight - Printing costs, including certificates, envelopes, checks and stationery - Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass through to the Fund - Due diligence mailings - Telephone and telecommunication costs, including all lease, maintenance and line costs - Proxy solicitations, mailings and tabulations - Daily & Distribution advice mailings - Shipping, Certified and Overnight mail and insurance - Year-end form production and mailings - Terminals, communication lines, printers and other equipment and any expenses incurred in connection with such terminals and lines - Duplicating services - Courier services - Incoming and outgoing wire charges - Federal Reserve charges for check clearance - Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors - Third party audit reviews - Insurance - Such other miscellaneous expenses reasonably incurred by the Transfer Agent in performing its duties and responsibilities under this Agreement. The Fund agrees that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with the Transfer Agent. In addition, the Fund will promptly reimburse the Transfer Agent for any other unscheduled expenses incurred by the Transfer Agent whenever the Fund and the Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Transfer Agent as part of its duties and obligations under the Agreement. Schedule C DUTIES OF THE TRANSFER AGENT
Class D Shares. In addition to the applicable suitability standards and minimum purchase requirements set forth in the Registration Statement, Class D Shares are generally available for purchase in the Company’s primary offering only (1) through fee-based programs, also known as wrap accounts, that provide access to Class D Shares, (2) through participating broker-dealers that have alternative fee arrangements with their clients to provide access to Class D Shares, (3) through certain registered investment advisers, (4) through bank trust departments or any other organization or person authorized to act in a fiduciary capacity for its clients or customers or (5) other categories of investors that the Company names in an amendment or supplement to the Prospectus.
Class D Shares. On the date hereof the authorized capital of each Subsidiary is as set forth on Schedule 6.2 attached hereto and there is issued and outstanding such number of shares of any class as is set forth on Schedule 6.2, all of which are owned by the Company. All outstanding shares in the capital of the Company and the Subsidiaries have been duly authorized, validly issued and are fully paid, nonassessable and free of pre-emptive rights. There are no options, warrants, calls or other rights, agreements or commitments relating to the purchase from or issuance by the Company or any Subsidiary of any shares of its capital stock, including any right of conversion (except for rights of conversion relating to the Class D Shares) or exchange, actually or contingently, under any outstanding security or other instrument. Except for any required Board and shareholders' approvals (which approvals have been obtained), no further approval or authority of the Company's shareholders or Board of Directors will be required for the sale of the Shares contemplated herein. Except as set forth in Schedule 6.2 hereto, there are no voting trusts, escrow agreements or other agreements or understandings with respect to the voting, ownership, control, dividend rates or disposition of any shares of the Company.
Class D Shares. The Class D Shares shall be issued to only to GT Employees, in each case subject to vesting in accordance with this Section 3.2(c), and shall vest only so long as the holder thereof remains employed by GT Equipment Technologies or any of its Subsidiaries. Notwithstanding any other provision of this Agreement, no Class D Shares shall vest after such holder's Termination Date, and in no event shall the aggregate number of Class D Shares which are deemed to be vested exceed the aggregate number of Class D Shares which are vested at any time after the Termination Date on such Termination Date (as determined in accordance with this Section 3.2(c)).
