Selected Dealer’s Compensation Clause Samples
The Selected Dealer’s Compensation clause defines the payment or commission that a dealer receives for participating in the distribution or sale of securities. Typically, this clause outlines the percentage or method by which the dealer’s compensation is calculated, such as a fixed fee per unit sold or a share of the underwriting spread. Its core function is to ensure transparency and agreement regarding the dealer’s remuneration, thereby preventing disputes and clarifying financial expectations between the parties involved.
Selected Dealer’s Compensation. Subject to volume discounts and other special circumstances described in or as otherwise provided in the “Plan of Distribution” section of the Prospectus, Selected Dealer’s selling commission applicable to the total public offering price of Offered Shares sold by Selected Dealer which it is authorized to sell hereunder is 7.0% of the gross proceeds of Offered Shares sold by it and accepted and confirmed by the Corporation, which commission will be paid by the Dealer Manager. For these purposes, a “sale of Offered Shares” shall occur following the release from escrow the Offering proceeds received in connection with the sale of the minimum number of Offered Shares as set forth on the cover page of the Prospectus, and, if and only if, a transaction has closed with a securities purchaser pursuant to all applicable offering and subscription documents and the Corporation has thereafter distributed the commission to the Dealer Manager in connection with such transaction. Selected Dealer hereby waives any and all rights to receive payment of commissions due until such time as the Dealer Manager is in receipt of the commission from the Corporation. Selected Dealer affirms that the Dealer Manager’s liability for commissions payable is limited solely to the proceeds of commissions receivable associated therewith. In addition, as set forth in the Prospectus, the Dealer Manager, in its sole discretion, may reallow a portion of the Dealer Manager Fee to Selected Dealer as marketing fees or to defray other distribution-related expenses, which reallowance, if any, shall be determined by the Dealer Manager in its sole discretion based on factors including, but not limited to, the number of shares sold by Selected Dealer, the assistance of Selected Dealer in marketing the offering and due diligence expenses incurred, and the extent to which similar fees are reallowed to selected broker-dealers in similar offerings being conducted during the Offering. Such reallowance shall be described in Schedule 1 to this Agreement. Selected Dealer acknowledges and agrees that no commissions, payments or amount whatsoever will be paid to Selected Dealer in respect of the purchase of Offered Shares by a Selected Dealer (or its registered representative), in its individual capacity, or by a retirement plan of such Selected Dealer (or its registered representative), or by an officer, director or employee of the Corporation, the Adviser or their respective affiliates. The parties hereby agre...
Selected Dealer’s Compensation. 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 and ongoing stockholder services rendered by Selected Dealer hereunder, Selected Dealer is entitled, on the terms and subject to the conditions herein, to the compensation set forth on Schedule I hereto, which compensation reflects the payment of all or a portion of the selling commissions, dealer manager fees and Servicing Fees received by the Dealer Manager in connection with Shares sold by the Selected Dealer or Shares owned by stockholders to whom the Selected Dealer performs ongoing stockholder services, as applicable.
Selected Dealer’s Compensation. Except as described in the Prospectus, Selected Dealer’s selling commission applicable to the total public offering price of Offered Shares sold by Selected Dealer which it is authorized to sell pursuant to the offering terms and conditions of the Prospectus is up to 5.2% and 2.2%, respectively, of the gross proceeds received from the sale of Class A and Class T Offered Shares sold by it and accepted and confirmed by the Corporation, which commission will be paid by the Dealer Manager (the “Upfront Selling Commissions”). For these purposes, a “sale of Offered Shares” shall occur following the release from escrow of the Minimum Offering proceeds, and, if and only if, a transaction has closed with a securities purchaser pursuant to all applicable offering and subscription documents and the Corporation has thereafter distributed the Upfront Selling Commission to the Dealer Manager in connection with such transaction.