Common use of Class A Shares Clause in Contracts

Class A Shares. In consideration for Ameriprise’s execution of this Agreement, and for the performance of Ameriprise’s obligations hereunder, the Dealer Manager agrees to pay or cause to be paid to Ameriprise a selling commission (the “Selling Commission”) of seven percent ($0.70 based on $10.00 price per share) of the price of each Class A Share (except for Class A Shares sold pursuant to the DRIP) sold by Ameriprise; provided, however, that Ameriprise’s Selling Commission shall be reduced with respect to volume sales of Class A Shares to single purchasers (as defined in the Prospectus) and as otherwise set forth in the “Plan of Distribution” section of the Prospectus. In the case of such volume sales to single purchasers, on orders of $500,000 or more, Ameriprise’s Selling Commission shall be reduced by the amount of the Class A Share purchase price discount. In the case of such volume sales to single purchasers, Ameriprise’s Selling Commission will be reduced for each incremental Class A Share purchase by such single purchasers where Ameriprise serves as the selected dealer for such purchase, in the total volume ranges set forth in the table below. Any reduction of the Selling Commission otherwise payable to Ameriprise will be credited to the purchaser as additional Class A Shares. Such reduced Class A Share price will not affect the amount received by the Company for investment. The following table sets forth the reduced Selling Commission payable to Ameriprise in connection with volume discounts, which table may be updated from time to time in the Prospectus. NY 245408936v2 Dollar Volume Purchased Purchase Price per Class A Share to Investor Percentage Based on $10.00 per Class A Share Commission Amount per Class A Share Dealer Manager Fee per Class A Share Net Proceeds per Class A Share $500,000 or less $10.00 7% $ 0.70 $0.30 $9.00 $500,001 ‑ $1,000,000 $9.90 6% $ 0.60 $0.30 $9.00 $1,000,001 ‑ $2,000,000 $9.80 5% $ 0.50 $0.30 $9.00 $2,000,001 ‑ $3,000,000 $9.70 4% $ 0.40 $0.30 $9.00 $3,000,001 ‑ $5,000,000 $9.60 3% $ 0.30 $0.30 $9.00 Over $5,000,000 $9.50 2% $ 0.20 $0.30 $9.00 All commission rates and dealer manager fees are calculated assuming a price per Class A Share of $10.00. For example, a purchase of 250,000 Class A Shares in a single transaction would result in a purchase price of $2,425,000 ($9.70 per Class A Share), Selling Commissions of $100,000 and dealer manager fees of $75,000. For purposes of determining investors eligible for volume discounts, investments made by accounts with the same primary account holder, as determined by the account tax identification number, may be combined. This includes individual accounts and joint accounts that have the same primary holder as an individual account. Investments made through individual retirement accounts may also be combined with accounts that have the same tax identification number as the beneficiary of the individual retirement account. In the event Orders are combined, the commission payable with respect to the subsequent purchase of Class A Shares will equal the commission per share which would have been payable in accordance with the table set forth above if all purchases had been made simultaneously. Any reduction of the seven percent (7.0%) Selling Commission otherwise payable to Ameriprise will be credited to the purchaser as additional Class A Shares. Unless Ameriprise, on behalf of purchasers, indicates that Orders are to be combined and provide all other requested information, the Company will not be held responsible for failing to combine Orders properly. Purchasers may submit requests in writing to Ameriprise to aggregate subscriptions, as part of a combined order for purposes of determining the number of Class A Shares purchased and the applicable volume discount, provided that any such request must be submitted by Ameriprise to the Dealer Manager simultaneously with the subscription for shares to which the discount is to relate. Ameriprise may make the request to the Dealer Manager on behalf of Ameriprise investors; provided, that, approval of any such volume discounts for combined purchases shall be at the sole discretion of the Dealer Manager and any such discount shall be prorated among the individual subscriptions that were combined for the purchase. The Company expects the Dealer Manager to authorize other broker-dealers that are members of FINRA, which the Company refers to as participating broker-dealers, to sell the Shares. Except as provided in the Selected Dealer Agreements, the Dealer Manager will reallow to the participating broker-dealers all of the Sales Commissions attributable to such participating broker-dealers. As set forth in the Prospectus, the Company will not pay any Sales Commissions in connection with the sale of Shares in the event: (i) the investor has engaged the services of a registered investment advisor with whom the investor has agreed to pay a fee for investment advisory services (except where an investor has a contract for financial planning services with a registered investment advisor that is also a registered broker dealer, such contract absent any investment advisory services will not qualify the investor for a reduction of NY 245408936v2 the Sales Commission described above), or (ii) in the event the investor is investing in a bank trust account with respect to which the investor has delegated the decision-making authority for investments made in the account to a bank trust department. The Company will also offer other discounts in connection with certain other types of sales, as set forth in the “Plan of Distribution” section of the Prospectus. The net proceeds to the Company will not be affected by any such discounts. The Dealer Manager will also re-allow to Ameriprise out of its dealer manager fee a marketing fee of up to 1.5% of the full price of each Class A Share (except for Class A Shares sold pursuant to the DRIP) sold by Ameriprise (the “Marketing Fee”); provided however, the Company will not pay Ameriprise a Marketing Fee if the aggregate underwriting compensation to be paid to all parties in connection with the Offering exceeds the limitations prescribed by FINRA.

Appears in 1 contract

Samples: Selected Dealer Agreement (NorthStar Real Estate Income II, Inc.)

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Class A Shares. In consideration for Ameriprise’s execution of this Agreement, and for the performance of Ameriprise’s obligations hereunder, the Dealer Manager agrees to pay or cause to be paid to Ameriprise a selling commission (the “Selling Commission”) of seven percent ($0.70 based on initial $10.00 price per share) of the price of each Class A Share (except for Class A Shares sold pursuant to the DRIP) sold by Ameriprise; provided, however, that Ameriprise’s Selling Commission shall be reduced with respect to volume sales of Class A Shares to single qualifying purchasers (as defined in the Prospectus) and as otherwise set forth in the “Plan of Distribution” section of the Prospectus. In the case of such volume sales to single qualifying purchasers, on orders of $500,000 250,000 or more, Ameriprise’s Selling Commission shall be reduced by the amount of the Class A Share purchase price discount. In the case of such volume sales to single qualifying purchasers, Ameriprise’s Selling Commission will be reduced for each incremental Class A Share purchase by such single qualifying purchasers where Ameriprise serves as the selected dealer for such purchase, in the total volume ranges set forth in the table below. Any reduction of the Selling Commission otherwise payable to Ameriprise will be credited to the purchaser as additional Class A Shares. Such reduced Class A Share price will not affect the amount received by the Company for investment. The following table sets forth the reduced Selling Commission payable to Ameriprise in connection with volume discounts, which table may be updated from time to time in the Prospectus. NY 245408936v2 Dollar Volume Purchased Purchase Price : Amount of SellingCommission VolumeDiscount Amount of Purchaser’s Investment Maximum Selling Commission per Share From To 1.0% $ 250,000 $ 499,999 6.0% 2.0% $ 500,000 $ 999,999 5.0% 3.0% $ 1,000,000 $ 2,499,999 4.0% 4.0% $ 2,500,000 $ 4,999,999 3.0% 5.0% $ 5,000,000 $ 9,999,999 2.0% 6.0% $ 10,000,000 and over 1.0% For example, if an investor purchases $350,000 in Class A Share Shares, the Selling Commissions on $100,000 of such shares will be reduced to Investor Percentage Based on 6.0%, in which event the investor will receive 35,101 Class A Shares instead of 35,000, the number of Class A Shares the investor would have received if he or she had paid $10.00 per Class A Share Commission Amount per Class A Share Dealer Manager Fee per Class A Share Net Proceeds per Class A Share $500,000 or less $10.00 7% $ 0.70 $0.30 $9.00 $500,001 ‑ $1,000,000 $9.90 6% $ 0.60 $0.30 $9.00 $1,000,001 ‑ $2,000,000 $9.80 5% $ 0.50 $0.30 $9.00 $2,000,001 ‑ $3,000,000 $9.70 4% $ 0.40 $0.30 $9.00 $3,000,001 ‑ $5,000,000 $9.60 3% $ 0.30 $0.30 $9.00 Over $5,000,000 $9.50 2% $ 0.20 $0.30 $9.00 All commission rates and dealer manager fees are calculated assuming a price per Class A Share of $10.00. For example, a purchase of 250,000 for all the Class A Shares in a single transaction would result in a purchase price of $2,425,000 ($9.70 per Class A Share), Selling Commissions of $100,000 and dealer manager fees of $75,000purchased. For purposes of determining investors eligible for volume discounts, investments made by accounts with the same primary account holder, as determined by the account tax identification number, may be combined. This includes individual accounts and joint accounts that have the same primary holder as an individual account. Investments made through individual retirement accounts may also be combined with accounts that have the same tax identification number as the beneficiary of the individual retirement account. In the event Orders are combined, the commission payable with respect to the subsequent purchase of Class A Shares will equal the commission per share which would have been payable in accordance with the table set forth above if all purchases had been made simultaneously. Any reduction of the seven percent (7.0%) Selling Commission otherwise payable to Ameriprise will be credited to the purchaser as additional Class A Shares. Unless Ameriprise, on behalf of purchasers, indicates that Orders are to be combined and provide all other requested information, the Company will not be held responsible for failing to combine Orders properly. Purchasers may submit requests in writing to Ameriprise to aggregate subscriptions, as part of a combined order for purposes of determining the number of Class A Shares purchased and the applicable volume discount, provided that any such request must be submitted by Ameriprise to the Dealer Manager simultaneously with the subscription for shares to which the discount is to relate. Ameriprise may make the request to the Dealer Manager on behalf of Ameriprise investors; provided, that, approval of any such volume discounts for combined purchases shall be at the sole discretion of the Dealer Manager and any such discount shall be prorated among the individual subscriptions that were combined for the purchase. The Company expects the Dealer Manager to authorize enter into Selected Dealer Agreements with other broker-dealers that are members of FINRA, which the Company refers to as participating broker-dealers, to sell the Shares. Except as provided in the Selected Dealer Agreements, the Dealer Manager will reallow to the participating broker-dealers all of the Sales Commissions attributable to such participating broker-dealers. As set forth in the Prospectus, the Company will not pay any Sales Commissions in connection with the sale of Shares in the event: (i) the investor has engaged the services of a registered investment advisor with whom the investor has agreed to pay a fee for investment advisory services (except where an investor has a contract for financial planning services with a registered investment advisor that is also a registered broker dealer, such contract absent any investment advisory services will not qualify the investor for a reduction of NY 245408936v2 the Sales Commission described above), or (ii) in the event the investor is investing in a bank trust account with respect to which the investor has delegated the decision-making authority for investments made in the account to a bank trust department. The Company will also offer other discounts in connection with certain other types of sales, as set forth in the “Plan of Distribution” section of the Prospectus. The net proceeds to the Company will not be affected by any such discounts. The Dealer Manager will also re-allow to Ameriprise out of its dealer manager fee a marketing fee of up to 1.5% of the full price of each Class A Share (except for Class A Shares sold pursuant to the DRIP) sold by Ameriprise (the “Marketing Fee”); provided however, the Company will not pay Ameriprise a Marketing Fee if the aggregate underwriting compensation to be paid to all parties in connection with the Offering exceeds the limitations prescribed by FINRA.

Appears in 1 contract

Samples: Selected Dealer Agreement (Hines Global Reit Ii, Inc.)

Class A Shares. In consideration for Ameriprise’s execution of this Agreement, and for the performance of Ameriprise’s obligations hereunder, the Dealer Manager agrees to pay or cause to be paid to Ameriprise a selling sales commission (the “Selling Sales Commission”) of seven percent ($0.70 based on $10.00 price per share) of the price of each Class A Share (except for Class A Shares sold pursuant to the DRIP) sold by Ameriprise; provided, however, that Ameriprise’s Selling Sales Commission shall be reduced with respect to volume sales of Class A Shares to single purchasers Qualifying Purchasers (as defined in the Prospectus) and as otherwise set forth in the “Plan of Distribution” section of the Prospectus. In the case of such volume sales to single purchasersQualifying Purchasers, on orders of $500,000 or more, Ameriprise’s Selling Sales Commission shall be reduced by the amount of the Class A Share purchase price discount. In the case of such volume sales to single purchasersQualifying Purchasers, Ameriprise’s Selling Sales Commission will be reduced for each incremental Class A Share purchase by such single purchasers where Ameriprise serves as the selected dealer for such purchase, in the total volume ranges set forth in the table below. Any reduction of the Selling Sales Commission otherwise payable to Ameriprise will be credited to the purchaser as additional Class A Shares. Such reduced Class A Share price will not affect the amount received by the Company for investment. The following table sets forth the reduced Selling Share purchase price and Sales Commission payable to Ameriprise in connection with volume discounts, which table may be updated from time to time in the Prospectus. NY 245408936v2 Prospectus to reflect any changes to the price at which the Shares are being offered: Dollar Volume Purchased Purchase Price per Class A Share to Investor Percentage Shares Purchased Sales Commissions (Based on $10.00 per Class A Price Per Share) Price Per Share Commission Amount per Class A Share Dealer Manager Fee per Class A Share Net Proceeds per Class A Share $500,000 or less $10.00 7to Investor $ 2,500 to $ 499,999 7.0 % $ 0.70 $0.30 $9.00 $500,001 ‑ $1,000,000 $9.90 610.00 $ 500,000 to $ 999,999 6.0 % $ 0.60 $0.30 $9.00 $1,000,001 ‑ $2,000,000 $9.80 59.90 $ 1,000,000 to $ 1,999,999 5.0 % $ 0.50 $0.30 $9.00 $2,000,001 ‑ $3,000,000 $9.70 49.80 $ 2,000,000 to $ 2,999,999 4.0 % $ 0.40 $0.30 $9.00 $3,000,001 ‑ $5,000,000 $9.60 39.70 $ 3,000,000 and above 3.0 % $ 0.30 $0.30 $9.00 Over $5,000,000 $9.50 2% $ 0.20 $0.30 $9.00 9.60 All commission Sales Commission rates and dealer manager fees are calculated assuming a price per Class A Share share of $10.00. For example, a purchase of 250,000 Class A Shares shares in a single transaction would result in a purchase price of $2,425,000 ($9.70 per Class A Share), Selling share) and Sales Commissions of $100,000 and dealer manager fees of $75,000. For purposes of determining investors eligible for volume discounts, investments made by accounts with the same primary account holder, as determined by the account tax identification number, may be combined. This includes individual accounts and joint accounts that have the same primary holder as an individual account. Investments made through individual retirement accounts may also be combined with accounts that have the same tax identification number as the beneficiary of the individual retirement account. In the event Orders are combined, the commission payable with respect to the subsequent purchase of Class A Shares will equal the commission per share which would have been payable in accordance with the table set forth above if all purchases had been made simultaneously. Any reduction of the seven percent (7.0%) Selling Commission otherwise payable to Ameriprise will be credited to the purchaser as additional Class A Shares. Unless Ameriprise, on behalf of purchasers, indicates that Orders are to be combined and provide all other requested information, the Company will not be held responsible for failing to combine Orders properly. Purchasers may submit requests in writing to Ameriprise to aggregate subscriptions, as part of a combined order for purposes of determining the number of Class A Shares purchased and the applicable volume discount, provided that any such request must be submitted by Ameriprise to the Dealer Manager simultaneously with the subscription for shares to which the discount is to relate. Ameriprise may make the request to the Dealer Manager on behalf of Ameriprise investors; provided, that, approval of any such volume discounts for combined purchases shall be at the sole discretion of the Dealer Manager and any such discount shall be prorated among the individual subscriptions that were combined for the purchase. The Company expects the Dealer Manager to authorize other broker-dealers that are members of FINRA, which the Company refers to as participating broker-dealers, to sell the Shares. Except as provided in the Selected Dealer Agreements, the Dealer Manager will reallow to the participating broker-dealers all of the Sales Commissions attributable to such participating broker-dealers. As set forth in the Prospectus, the Company will not pay any Sales Commissions in connection with the sale of Shares in the event: (i) the investor has engaged the services of a registered investment advisor with whom the investor has agreed to pay a fee for investment advisory services (except where an investor has a contract for financial planning services with a registered investment advisor that is also a registered broker dealer, such contract absent any investment advisory services will not qualify the investor for a reduction of NY 245408936v2 the Sales Commission described above), or (ii) in the event the investor is investing in a bank trust account with respect to which the investor has delegated the decision-making authority for investments made in the account to a bank trust department. The Company will also offer other discounts in connection with certain other types of sales, as set forth in the “Plan of Distribution” section of the Prospectus. The net proceeds to the Company will not be affected by any such discounts. The Dealer Manager will also re-allow to Ameriprise out of its dealer manager fee a marketing fee of up to 1.5% of the full price of each Class A Share (except for Class A Shares sold pursuant to the DRIP) sold by Ameriprise (the “Marketing Fee”); provided however, the Company will not pay Ameriprise a Marketing Fee if the aggregate underwriting compensation to be paid to all parties in connection with the Offering exceeds the limitations prescribed by FINRA100,000.

Appears in 1 contract

Samples: Dealer Agreement (Resource Apartment REIT III, Inc.)

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Class A Shares. In consideration for Ameriprise’s execution of this Agreement, and for the performance of Ameriprise’s obligations hereunder, the Dealer Manager agrees to pay or cause to be paid to Ameriprise a selling commission (the “Selling Commission”) of seven percent ($0.70 0.7308 based on $10.00 10.4407 price per share) of the price of each Class A Share (except for Class A Shares sold pursuant to the DRIP) sold by Ameriprise; provided, however, that Ameriprise’s Selling Commission shall be reduced with respect to volume sales of Class A Shares to single purchasers (as defined in the Prospectus) and as otherwise set forth in the “Plan of Distribution” section of the Prospectus. In the case of such volume sales to single purchasers, on orders of $500,000 500,001 or more, Ameriprise’s Selling Commission shall be reduced by the amount of the Class A Share purchase price discount. In the case of such volume sales to single purchasers, Ameriprise’s Selling Commission and the investor’s purchase price will be reduced for each incremental Class A Share purchase by such single purchasers where Ameriprise serves as the selected dealer for such purchase, in the total volume ranges set forth in the table below. Any reduction of the Selling Commission otherwise payable to Ameriprise will be credited to the purchaser as additional Class A Shares. Such reduced Class A Share share price will not affect the amount received by the Company for investment. The following table sets forth the reduced Class A Share purchase price and Selling Commission payable to Ameriprise in connection with volume discounts, which table may be updated from time to time in the Prospectus. NY 245408936v2 Ameriprise: Dollar Volume of A Shares Purchased Purchase Price per For Qualifying Purchaser Sales Commission Per Class A Share to Investor In Volume Discount Range Purchase Price Per Class A Share in Volume Discount Range Percentage Based (based on $10.00 per Class A Share Commission Share) Amount per Class A Share Dealer Manager Fee per Class A Share Net Proceeds per Class A Share Up to $500,000 or less $10.00 710.44 7.0% $ 0.70 $0.30 $9.00 0.73 $500,001 $1,000,000 $9.90 610.33 6.0% $ 0.60 $0.30 $9.00 0.62 $1,000,001 $2,000,000 1,500,000 $9.80 510.22 5.0% $ 0.50 $0.30 $9.00 $2,000,001 ‑ $3,000,000 $9.70 4% $ 0.40 $0.30 $9.00 $3,000,001 ‑ $5,000,000 $9.60 3% $ 0.30 $0.30 $9.00 0.51 Over $5,000,000 1,500,001 $9.50 210.11 4.0% $ 0.20 $0.30 0.40 For example, an investor who invests $9.00 All 600,000 in Class A Shares will be entitled to a discounted sales commission rates and dealer manager fees are calculated assuming a of 6.0% on the Class A Shares purchased in excess of $500,000, reducing the effective purchase price per Class A Share purchased in excess of $10.00500,000 from $10.44 per share to $10.33 per share. For Thus, a $600,000 investment would purchase 57,570 Class A Shares. As another example, for a purchase subscription amount of 250,000 $1,500,000 in Class A Shares in Shares, the sales commission for the first $500,000 is 7.0%; the discounted sales commission for the next $500,000 (up to $1,000,000) is 6.0%; and the discounted sales commission for the remaining $500,000 of the subscription amount is 5.0%. Thus, a single transaction $1,500,000 investment would result in a purchase price of $2,425,000 ($9.70 per 145,213 Class A Share), Selling Commissions of $100,000 and dealer manager fees of $75,000. For purposes of determining investors eligible for volume discounts, investments made by accounts with the same primary account holder, as determined by the account tax identification number, may be combined. This includes individual accounts and joint accounts that have the same primary holder as an individual account. Investments made through individual retirement accounts may also be combined with accounts that have the same tax identification number as the beneficiary of the individual retirement accountShares. In the event Orders are combinedcombined as permitted in the “Plan of Distribution” section of the Prospectus and all such Orders are placed through Ameriprise, the commission payable with respect to the subsequent purchase of Class A Shares any such combined Order will equal the commission per share Class A Share which would have been payable in accordance with the table set forth above if all purchases had been made simultaneouslyby the same investor. Any reduction in the Sales Commission as a result of the seven percent (7.0%) Selling Commission otherwise payable to Ameriprise such a combination will be credited prorated among the individual investors whose Orders have been combined. If an investor qualifies for a particular volume discount as the result of multiple purchases, such investor will not be entitled to the purchaser as additional Class A Sharesdiscount with respect to prior purchases. Unless Ameriprise, on behalf of purchasers, indicates that Orders are to be combined and provide all other requested information, the Company will not be held responsible for failing to combine Orders properly. Purchasers As indicated in the Prospectus, volume discounts for California residents will be available in accordance with the foregoing table of uniform discount levels. However, with respect to California residents, no discounts will be allowed to any group of purchasers, and no subscriptions may submit requests in writing to Ameriprise to aggregate subscriptions, be aggregated as part of a combined order for purposes of determining the number dollar amount of Class A Shares purchased and the applicable volume discount, provided that any such request must be submitted by Ameriprise to the Dealer Manager simultaneously with the subscription for shares to which the discount is to relate. Ameriprise may make the request to the Dealer Manager on behalf of Ameriprise investors; provided, that, approval of any such volume discounts for combined purchases shall be at the sole discretion of the Dealer Manager and any such discount shall be prorated among the individual subscriptions that were combined for the purchasepurchased. The Company expects the Dealer Manager to authorize enter into Selected Dealer Agreements with other broker-dealers that are members of FINRA, which the Company refers to as participating broker-dealers, to sell the Shares. Except as provided in the Selected Dealer Agreements, the Dealer Manager will reallow to the participating broker-dealers all of the Sales Commissions attributable to such participating broker-dealers. As set forth in the Prospectus, the Company will not pay any Sales Commissions in connection with the sale of Shares in the event: (i) the investor has engaged the services of a registered investment advisor with whom the investor has agreed to pay a fee for investment advisory services (except where an investor has a contract for financial planning services with a registered investment advisor that is also a registered broker dealer, such contract absent any investment advisory services will not qualify the investor for a reduction of NY 245408936v2 the Sales Commission described above), or (ii) in the event the investor is investing in a bank trust account with respect to which the investor has delegated the decision-making authority for investments made in the account to a bank trust department. The Company will also offer other discounts in connection with certain other types of sales, as set forth in the “Plan of Distribution” section of the Prospectus. The net proceeds to the Company will not be affected by any such discounts. The Dealer Manager will also re-allow to Ameriprise out of its dealer manager fee a marketing fee of up to 1.5% of the full price of each Class A Share (except for Class A Shares sold pursuant to the DRIP) sold by Ameriprise (the “Marketing Fee”); provided however, the Company will not pay Ameriprise a Marketing Fee if the aggregate underwriting compensation to be paid to all parties in connection with the Offering exceeds the limitations prescribed by FINRA.

Appears in 1 contract

Samples: Selected Dealer Agreement (Industrial Property Trust Inc.)

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