APPOINTMENT AND UNDERTAKINGS OF THE WHOLESALER. (a) Subject to the terms and conditions set forth in this Agreement, the Wholesaler is hereby appointed, and hereby accepts such appointment, as the Company's wholesaler to (i) identify and introduce to us Additional Selling Agents and (ii) assist the Company with the sale of Shares through such Additional Selling Agents. (b) The Wholesaler agrees to use diligent efforts to (i) introduce to us Additional Selling Agents and (ii) assist the Company with the sale of Shares through such Additional Selling Agents, each of which shall agree to offer and sell the Shares on a best-efforts basis without any commitment on the Additional Selling Agent's part to purchase any Shares pursuant to an Additional Selling Agent Agreement (the form of which is attached as Exhibit 1 to this Agreement) and, so long as this Agreement and the relevant Additional Selling Agent Agreements remain in effect, to use diligent efforts to assist the Additional Selling Agents with the performance of their obligations as provided herein. (c) The Wholesaler covenants and agrees to wholesale Shares through registered broker-dealers that are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and that have signed Additional Selling Agent Agreements. The Wholesaler's wholesaling activities will consist primarily of (i) introducing Additional Selling Agents to us and (ii) assisting the Company with the sale of Shares through such Additional Selling Agents primarily by providing (x) training and education regarding the Trust and the offering of the Shares, (y) sales literature and other information concerning the Trust and the offering of the Shares, approved in writing, by the Company, to such Additional Selling Agents and their registered representatives and (z) assistance to such Additional Selling Agents and their registered representatives in marketing the Shares. (d) The Wholesaler shall comply with all applicable laws, and the applicable rules and regulations of FINRA, the SEC, state securities administrators and any other regulatory body. The Wholesaler shall under no circumstances engage in any activities hereunder in any jurisdiction (i) in which the Company has not informed the Wholesaler that counsel's advice has been received that the Shares are qualified for sale or are exempt under the applicable securities or Blue Sky laws thereof or (ii) in which the Wholesaler may not lawfully engage. (e) The Wholesaler has received a copy of the Prospectus and a copy of the Registration Statement each as amended to the date hereof. (f) The Wholesaler (i) acknowledges that, other than as set forth herein, it is not authorized to act as agent of the Company or the Trust in any connection or transaction and (ii) agrees not to so act or to purport to so act.
Appears in 1 contract
Samples: Wholesaling Agreement (Lightstone Value Plus Real Estate Investment Trust Ii Inc)
APPOINTMENT AND UNDERTAKINGS OF THE WHOLESALER. (a) Subject to the terms and conditions set forth in this Agreement, the Selling Agreement and the Registration Statement, the Wholesaler is hereby appointed, and hereby accepts such appointment, as one of the CompanyTrust's wholesaler non-exclusive Wholesalers to (i) identify and introduce to us Additional the Lead Selling Agents and (ii) assist the Company with the sale of Shares through such Agent one or more Additional Selling Agents. It is understood and agreed that the Lead Selling Agent, with the consent of the Managing Owner, may retain other Wholesalers and Selling Agents (including those introduced by the Wholesaler or other Wholesalers) and that an Additional Selling Agent, with the consent of the Lead Selling Agent and Managing Owner in their sole discretion, may retain correspondent selling agents ("Correspondents"). The Wholesaler agrees to comply with the terms and conditions of this Agreement and any terms and conditions of the Selling Agreement applicable to Wholesalers.
(b) The Wholesaler agrees to use diligent efforts efforts, so long as this Agreement and the Selling Agreement remain in effect, to (i) identify and introduce to us Additional the Lead Selling Agents and (ii) assist the Company with the sale of Shares through such Agent one or more Additional Selling Agents, each of which shall agree to offer and sell the Shares Units on a best-efforts basis without any commitment on the Additional Selling Agent's part to purchase any Shares Units pursuant to an Additional Selling Agent Agreement (the form of which is attached as Exhibit 1 A to this the Selling Agreement) and, so long as this Agreement and the relevant Additional Selling Agent Agreements remain in effect, to use diligent efforts to assist the Additional Selling Agents with the performance of their obligations as provided hereinLead Selling Agent.
(c) The Wholesaler covenants and agrees to wholesale Shares Units through registered or exempt broker-dealers that which are each members of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. (“FINRA”"NASD") and that which have signed Additional Selling Agent AgreementsAgreements with the Lead Selling Agent. The Wholesaler's wholesaling activities will consist primarily of (i) introducing Additional Selling Agents to us providing sales literature and (ii) assisting the Company with the sale other information, all of Shares through such Additional Selling Agents primarily which shall have been prepared or approved by providing (x) training and education regarding the Trust and the offering of the SharesManaging Owner, (y) sales literature and other information concerning the Trust to qualified broker-dealers and their principals and Registered Representatives who will be participating in the offering of the Shares, approved in writing, by the Company, to Units and assisting such Additional Selling Agents and their registered representatives and (z) assistance to such Additional Selling Agents and their registered representatives persons in marketing Units and in providing additional services on an ongoing basis to Unitholders. The Wholesaler may participate in presentations to prospective investors, receive or handle any part of the Sharespurchase price paid for Units or effect any transactions in Units.
(d) The Wholesaler shall offer and sell Units in compliance with the requirements set forth in the Registration Statement (particularly the "Subscription Requirements" attached as Exhibit B thereto), this Agreement and the Blue Sky Survey delivered to the Lead Selling Agent by the Managing Owner's counsel, a copy of which has been provided to the Wholesaler and each Additional Selling Agent introduced by the Wholesaler. The Wholesaler represents and warrants that it shall comply fully at all times with all applicable lawsfederal and state securities and commodities laws (including without limitation the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Commodity Exchange Act, as amended (the "CEA"), and the securities and Blue Sky laws of the jurisdictions in which the Wholesaler solicits subscriptions, all applicable rules and regulations under such laws, and all applicable requirements, rules, policy statements and interpretations of FINRAthe NASD, and the SEC, state securities administrators and any commodities exchanges and other governmental and self-regulatory bodyauthorities and organizations having jurisdiction over it or the offering of Units). The Wholesaler shall under no circumstances engage in any activities hereunder in any jurisdiction jurisdiction
(i) in which the Company Managing Owner has not informed the Wholesaler that counsel's advice has been received that the Shares Units are qualified for sale or are exempt under the applicable securities or Blue Sky laws thereof or (ii) in which the Wholesaler may not lawfully engage.
(e) The Wholesaler has received a copy further covenants and agrees to comply with any terms and conditions of the Prospectus Selling Agreement applicable to Additional Selling Agents and a copy the provisions of the Registration Statement each as amended Sections 2(f)(i) to the date hereof(iii) hereof applicable to Additional Selling Agents.
(f) The Wholesaler has received copies of the Registration Statement, as amended to the date hereof, and the Prospectus. The Wholesaler further acknowledges, and agrees to assist each Additional Selling introduced by it (references hereafter in this Agreement, except Sections 8 and 10, to Additional Selling Agent(s) shall mean only those Additional Selling Agent(s) introduced to the Lead Selling Agent by the Wholesaler) in compliance with, the following:
(i) acknowledges thatUnits shall be offered at the offering price and minimum amounts and on the other terms and conditions set forth in the Prospectus and the Selling Agreement. The Additional Selling Agents shall offer and sell Units only to persons and entities who satisfy the suitability and/or investment requirements set forth in the Prospectus and the subscription agreements attached thereto and who, to the Managing Owner's satisfaction, complete the subscription agreements and related subscription documents used in connection with the offering of the Units (the "Subscription Documents") and remit good funds for the full subscription price. An Additional Selling Agent shall conduct a thorough review of the suitability of each subscriber for Units that it solicits and of the Subscription Documents. The Additional Selling Agent shall not forward to the Managing Owner any Subscription Documents that are not in conformity with the requirements specified in the Prospectus and in the Subscription Documents appropriate for the particular subscriber, or that are illegible in any respect or are not fully completed, dated, or signed, or that represents the subscription of a person or entity not satisfying the suitability and/or investment requirements applicable to such person or entity. No Additional Selling Agent shall execute any transactions in Units in a discretionary account over which it has control without prior written approval of the customer in whose name such discretionary account is maintained. An Additional Selling Agent shall not recommend the purchase of Units to any subscriber unless the Additional Selling Agent shall have reasonable grounds to believe, on the basis of information obtained from the subscriber concerning, among other things, the subscriber's investment objectives, other than investments, financial situation and needs, that the subscriber is or will be in a financial position appropriate to enable the subscriber to realize to a significant extent the benefits of the Trust, including the tax benefits (if any) described in the Prospectus; the subscriber has a fair market net worth sufficient to sustain the risks inherent in participating in the Trust, including loss of investment and lack of liquidity; and the Units are otherwise a suitable investment for the subscriber. In addition to submitting such information to the Managing Owner, the Additional Selling Agent shall agree to maintain files of information disclosing the basis upon which the Additional Selling Agent determined that the suitability requirements of Section (b)(2) of Rule 2810 of the NASD (formerly Section 3 of Appendix F of the NASD's Rules of Fair Practice) were met as to each subscriber (the basis for determining suitability may include the Subscription Documents and other certificates submitted by subscribers). In connection with making the foregoing representations and warranties, the Additional Selling Agent shall further represent and warrant that it has, among other things, examined the following sections in the Prospectus and obtained such additional information from the Managing Owner regarding the information set forth herein, it is not authorized thereunder as the Additional Selling Agent has deemed necessary or appropriate to act as agent of determine whether the Company or Prospectus adequately and accurately discloses all material facts relating to an investment in the Trust and provides an adequate basis to subscribers for evaluating an investment in any connection or transaction and (ii) agrees not to so act or to purport to so act.the Units:
Appears in 1 contract
Samples: Selling Agreement (JWH Global Trust)
APPOINTMENT AND UNDERTAKINGS OF THE WHOLESALER. (a) Subject to the terms and conditions set forth in this Agreement, the Wholesaler is hereby appointed, and hereby accepts such appointment, as the Company's wholesaler to to:
(i) identify and introduce to us the Company Additional Selling Agents Soliciting Dealers and RIAs;
(ii) assist the Company with the offer and sale of Shares Units through such Additional Selling AgentsSoliciting Dealers and RIAs; and
(iii) assist and support the marketing efforts to the existing Soliciting Dealers and RIAs.
(b) The Wholesaler agrees to use diligent efforts to to:
(i) introduce to us the Company Additional Selling Agents Soliciting Dealers and RIAs; and
(ii) assist the Company with the sale of Shares Units through the existing Soliciting Dealers and RIAs and such Additional Selling AgentsSoliciting Dealers and RIAs, each of which shall agree to offer and sell the Shares Units on a best-efforts basis without any commitment on the Additional Selling Agent's part to purchase any Shares pursuant to an Additional Selling Agent Agreement (the form of which is attached as Exhibit 1 to this Agreement) Units and, so long as this Agreement and the relevant Additional Selling Agent Soliciting Dealer Agreements and SIA Agreements remain in effect, to use diligent efforts to assist the Additional Selling Agents Soliciting Dealers and RIAs with the performance of their obligations as provided herein.
(c) The Wholesaler covenants and agrees to wholesale Shares Units through registered broker-dealers that are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and that have signed Additional Selling Agent Soliciting Dealer Agreements and RIAs that have signed SIA Agreements. The Wholesaler's wholesaling activities will consist primarily of of:
(i) introducing Additional Selling Agents Soliciting Dealers and RIAs to us and the Company; and
(ii) assisting the Company with the sale of Shares Units through such Additional Selling Agents the Soliciting Dealers and RIAs primarily by providing (x) training and education regarding the Trust REIT and the offering of the SharesUnits, (y) sales literature and other information concerning the Trust REIT and the offering of the SharesUnits, approved in writing, by the Company, to such Additional Selling Agents Soliciting Dealers and RIAs and their registered representatives and (z) assistance to such Additional Selling Agents Soliciting Dealers and RIAs and their registered representatives in marketing the SharesUnits.
(d) The Wholesaler shall comply with all applicable laws, and the applicable rules and regulations of FINRA, the SEC, state securities administrators and any other regulatory body. The Wholesaler shall under no circumstances engage in any activities hereunder in any jurisdiction in which:
(i) in which the Company has Units are not informed the Wholesaler that counsel's advice has been received that the Shares are qualified for sale or are not exempt under the applicable securities or Blue Sky laws thereof or thereof; or
(ii) in which the Wholesaler may not lawfully engage.
(e) The Wholesaler has received a copy of the Prospectus and a copy of the Registration Statement each as amended and declared effective to the date hereof.
(f) The Wholesaler (i) acknowledges thatagrees to monitor, other than on a monthly basis, the organization and offering fees and expenses, including underwriting fees and expenses as set forth hereindefined in FINRA Rule 2310(b)(4), which it is not authorized incurs in connection with the Public Offering, and provide a report of all such fees and expenses to act as agent the Dealer Manager within 20 days of the Company or last day in each month. Thereafter, the Trust Dealer Manager will provide to the Wholesaler a report of the aggregate organization and offering fees and expenses, including underwriting fees and expenses as defined in any connection or transaction and (iiFINRA Rule 2310(b)(4) agrees not to so act or to purport to so actdate, incorporating the information from the Wholesaler within 10 days of receipt of the Wholesaler’s report.
Appears in 1 contract
Samples: Wholesaling Agreement (Preferred Apartment Communities Inc)
APPOINTMENT AND UNDERTAKINGS OF THE WHOLESALER. (a) Subject to the terms and conditions set forth in this Agreement, the Selling Agreement and the Registration Statement, the Wholesaler is hereby appointed, and hereby accepts such appointment, as one of the CompanyTrust's wholesaler non-exclusive Wholesalers to (i) identify and introduce to us Additional the Lead Selling Agents and (ii) assist the Company with the sale of Shares through such Agent one or more Additional Selling Agents. It is understood and agreed that the Lead Selling Agent, with the consent of the Managing Owner, may retain other Wholesalers and Selling Agents (including those introduced by the Wholesaler or other Wholesalers) and that an Additional Selling Agent, with the consent of the Lead Selling Agent and Managing Owner in their sole discretion, may retain correspondent selling agents ("Correspondents"). The Wholesaler agrees to comply with the terms and conditions of this Agreement and any terms and conditions of the Selling Agreement applicable to Wholesalers.
(b) The Wholesaler agrees to use diligent efforts efforts, so long as this Agreement and the Selling Agreement remain in effect, to (i) identify and introduce to us Additional the Lead Selling Agents and (ii) assist the Company with the sale of Shares through such Agent one or more Additional Selling Agents, each of which shall agree to offer and sell the Shares Units on a best-efforts basis without any commitment on the Additional Selling Agent's part to purchase any Shares Units pursuant to an Additional Selling Agent Agreement (the form of which is attached as Exhibit 1 A to this the Selling Agreement) and, so long as this Agreement and the relevant Additional Selling Agent Agreements remain in effect, to use diligent efforts to assist the Additional Selling Agents with the performance of their obligations as provided hereinLead Selling Agent.
(c) The Wholesaler covenants and agrees to wholesale Shares Units through registered or exempt broker-dealers that which are each members of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. (“FINRA”"NASD") and that which have signed Additional Selling Agent AgreementsAgreements with the Lead Selling Agent. The Wholesaler's wholesaling activities will consist primarily of (i) introducing Additional Selling Agents to us providing sales literature and (ii) assisting the Company with the sale other information, all of Shares through such Additional Selling Agents primarily which shall have been prepared or approved by providing (x) training and education regarding the Trust and the offering of the SharesManaging Owner, (y) sales literature and other information concerning the Trust to qualified broker-dealers and their principals and Registered Representatives who will be participating in the offering of the Shares, approved in writing, by the Company, to Units and assisting such Additional Selling Agents and their registered representatives and (z) assistance to such Additional Selling Agents and their registered representatives persons in marketing Units and in providing additional services on an ongoing basis to Unitholders. The Wholesaler may participate in presentations to prospective investors, receive or handle any part of the Sharespurchase price paid for Units or effect any transactions in Units.
(d) The Wholesaler shall offer and sell Units in compliance with the requirements set forth in the Registration Statement (particularly the "Subscription Requirements" attached as Exhibit B thereto), this Agreement and the Blue Sky Survey delivered to the Lead Selling Agent by the Managing Owner's counsel, a copy of which has been provided to the Wholesaler and each Additional Selling Agent introduced by the Wholesaler. The Wholesaler represents and warrants that it shall comply fully at all times with all applicable lawsfederal and state securities and commodities laws (including without limitation the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Commodity Exchange Act, as amended (the "CEA"), and the securities and Blue Sky laws of the jurisdictions in which the Wholesaler solicits subscriptions, all applicable rules and regulations under such laws, and all applicable requirements, rules, policy statements and interpretations of FINRAthe NASD, and the SEC, state securities administrators and any commodities exchanges and other governmental and self-regulatory bodyauthorities and organizations having jurisdiction over it or the offering of Units). The Wholesaler shall under no circumstances engage in any activities hereunder in any jurisdiction (i) in which the Company Managing Owner has not informed the Wholesaler that counsel's advice has been received that the Shares Units are qualified for sale or are exempt under the applicable securities or Blue Sky laws thereof or (ii) in which the Wholesaler may not lawfully engage.
(e) The Wholesaler has received a copy further covenants and agrees to comply with any terms and conditions of the Prospectus Selling Agreement applicable to Additional Selling Agents and a copy the provisions of the Registration Statement each as amended Sections 2(f)(i) to the date hereof(iii) hereof applicable to Additional Selling Agents.
(f) The Wholesaler has received copies of the Registration Statement, as amended to the date hereof, and the Prospectus. The Wholesaler further acknowledges, and agrees to assist each Additional Selling introduced by it (references hereafter in this Agreement, except Sections 8 and 10, to Additional Selling Agent(s) shall mean only those Additional Selling Agent(s) introduced to the Lead Selling Agent by the Wholesaler) in compliance with, the following:
(i) acknowledges thatUnits shall be offered at the offering price and minimum amounts and on the other terms and conditions set forth in the Prospectus and the Selling Agreement. The Additional Selling Agents shall offer and sell Units only to persons and entities who satisfy the suitability and/or investment requirements set forth in the Prospectus and the subscription agreements attached thereto and who, to the Managing Owner's satisfaction, complete the subscription agreements and related subscription documents used in connection with the offering of the Units (the "Subscription Documents") and remit good funds for the full subscription price. An Additional Selling Agent shall conduct a thorough review of the suitability of each subscriber for Units that it solicits and of the Subscription Documents. The Additional Selling Agent shall not forward to the Managing Owner any Subscription Documents that are not in conformity with the requirements specified in the Prospectus and in the Subscription Documents appropriate for the particular subscriber, or that are illegible in any respect or are not fully completed, dated, or signed, or that represents the subscription of a person or entity not satisfying the suitability and/or investment requirements applicable to such person or entity. No Additional Selling Agent shall execute any transactions in Units in a discretionary account over which it has control without prior written approval of the customer in whose name such discretionary account is maintained. An Additional Selling Agent shall not recommend the purchase of Units to any subscriber unless the Additional Selling Agent shall have reasonable grounds to believe, on the basis of information obtained from the subscriber concerning, among other things, the subscriber's investment objectives, other than as set forth hereininvestments, it financial situation and needs, that the subscriber is not authorized or will be in a financial position appropriate to act as agent enable the subscriber to realize to a significant extent the benefits of the Company or Trust, including the Trust tax benefits (if any) described in any connection or transaction the Prospectus; the subscriber has a fair market net worth sufficient to sustain the risks inherent in participating in the Trust, including loss of investment and (ii) agrees not to so act or to purport to so act.lack of
Appears in 1 contract
Samples: Selling Agreement (JWH Global Trust)
APPOINTMENT AND UNDERTAKINGS OF THE WHOLESALER. (a) Subject to the terms and conditions set forth in this Agreement, the Selling Agreement and the Registration Statement, the Wholesaler is hereby appointed, and hereby accepts such appointment, as one of the CompanyTrust's wholesaler non- exclusive wholesalers to (i) identify and introduce to us Additional the Lead Selling Agents and (ii) assist the Company with the sale of Shares through such Agent one or more Additional Selling Agents. It is understood and agreed that the Lead Selling Agent, with the consent of the Managing Owner, may retain other wholesalers and selling agents (including those introduced by the Wholesaler or other Wholesalers) and that the Additional Selling Agent or any other Additional Selling Agent, with the consent of the Lead Selling Agent and Managing Owner in their sole discretion, may retain correspondent selling agents ("Correspondents"). The Wholesaler agrees to comply with the terms and conditions of this Agreement and any terms and conditions of the Selling Agreement applicable to Wholesalers.
(b) The Wholesaler agrees to use diligent efforts efforts, so long as this Agreement and the Selling Agreement remain in effect, to (i) identify and introduce to us Additional the Lead Selling Agents and (ii) assist the Company with the sale of Shares through such Agent one or more Additional Selling Agents, each of which shall agree to offer and sell the Shares Units on a best-efforts basis without any commitment on the Additional Selling Agent's part to purchase any Shares Units pursuant to an Additional Selling Agent Agreement (the form of which is attached as Exhibit 1 A to this the Selling Agreement) and, so long as this Agreement and the relevant Additional Selling Agent Agreements remain in effect, to use diligent efforts to assist the Additional Selling Agents with the performance of their obligations as provided hereinLead Selling Agent.
(c) The Wholesaler covenants and agrees to wholesale Shares Units through registered or exempt broker-dealers that which are members member of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. (“FINRA”"NASD") and that which have signed Additional Selling Agent AgreementsAgreements with the Lead Selling Agent. The Wholesaler's wholesaling activities will consist primarily of (i) introducing Additional Selling Agents to us providing sales literature and (ii) assisting the Company with the sale other information, all of Shares through such Additional Selling Agents primarily which shall have been prepared or approved by providing (x) training and education regarding the Trust and the offering of the SharesManaging Owner, (y) sales literature and other information concerning the Trust to qualified broker-dealers and their principals and Registered Representatives who will be participating in the offering of the Shares, approved in writing, by the Company, to Units and assisting such Additional Selling Agents and their registered representatives and (z) assistance to such Additional Selling Agents and their registered representatives person in marketing Units and in providing additional services on an ongoing basis to Unitholders. The Wholesaler may participate in presentations to prospective investors, receive or handle any part of the Sharespurchase price paid for Units or effect any transactions in Units.
(d) The Wholesaler shall offer and sell Units in compliance with the requirements set forth in the Registration Statement (particularly the "Subscription Requirements" attached as Exhibit B thereto), this Agreement and the Blue Sky Survey delivered to the Lead Selling Agent by the Managing Owner's counsel, a copy of which has been provided to the Wholesaler and each Additional Selling Agent introduced by the Wholesaler. An Wholesaler shall represent and warrant that it shall comply fully at all times with all applicable lawsfederal and state securities and commodities laws (including without limitation the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Commodity Exchange Act, as amended (the "CEA"), and the securities and Blue Sky laws of the jurisdictions in which the Wholesaler solicits subscriptions, all applicable rules and regulations under such laws, and all applicable requirements, rules, policy statements and interpretations of FINRAthe NASD, and the SEC, state securities administrators and any commodities exchanges and other governmental and self-regulatory bodyauthorities and organizations having jurisdiction over it or the offering of Units). The Wholesaler shall under no circumstances engage in any activities hereunder in any jurisdiction (i) in which the Company Managing Owner has not informed the Wholesaler that counsel's advice has been received that the Shares Units are qualified for sale or are exempt under the applicable securities or Blue Sky laws thereof or (ii) in which the Wholesaler may not lawfully engage.
(e) The Wholesaler has received a copy further covenants and agrees to comply with any terms and conditions of the Prospectus Selling Agreement applicable to Additional Selling Agents and a copy the provisions of the Registration Statement each as amended Sections 2(f)(i) to the date hereof(iii) hereof applicable to Additional Selling Agents.
(f) The Wholesaler has received copies of the Registration Statement, as amended to the date hereof, and the Prospectus. The Wholesaler further acknowledges, and agrees to assist each Additional Selling introduced by it (references hereafter in this Agreement, except Sections 8 and 10, to Additional Selling Agent(s) shall mean only those Additional Selling Agent(s) introduced to the Lead Selling Agent by the Wholesaler) in compliance with, the following:
(i) acknowledges thatUnits shall be offered at the offering price and minimum amounts and on the other terms and conditions set forth in the Prospectus and the Selling Agreement. The Additional Selling Agents shall offer and sell Units only to persons and entities who satisfy the suitability and/or investment requirements set forth in the Prospectus and the subscription agreements attached thereto and who, to the Managing Owner's satisfaction, complete the subscription agreements and related subscription documents used in connection with the offering of the Units (the "Subscription Documents") and remit good funds for the full subscription price. An Additional Selling Agent shall conduct a thorough review of the suitability of each subscriber for Units that it solicits and of the Subscription Documents. The Additional Selling Agent shall not forward to the Managing Owner any Subscription Documents that are not in conformity with the requirements specified in the Prospectus and in the Subscription Documents appropriate for the particular subscriber, or that are illegible in any respect or are not fully completed, dated, or signed, or that represents the subscription of a person or entity not satisfying the suitability and/or investment requirements applicable to such person or entity. No Additional Selling Agent shall execute any transactions in Units in a discretionary account over which it has control without prior written approval of the customer in whose name such discretionary account is maintained. An Additional Selling Agent shall not recommend the purchase of Units to any subscriber unless the Additional Selling Agent shall have reasonable grounds to believe, on the basis of information obtained from the subscriber concerning, among other things, the subscriber's investment objectives, other than investments, financial situation and needs, that the subscriber is or will be in a financial position appropriate to enable the subscriber to realize to a significant extent the benefits of the Trust, including the tax benefits (if any) described in the Prospectus; the subscriber has a fair market net worth sufficient to sustain the risks inherent in participating in the Trust, including loss of investment and lack of liquidity; and the Units are otherwise a suitable investment for the subscriber. In addition to submitting such information to the Managing Owner, the Additional Selling Agent shall agree to maintain files of information disclosing the basis upon which the Additional Selling Agent determined that the suitability requirements of Section (b)(2) of Rule 2810 of the NASD (formerly Section 3 of Appendix F of the NASD's Rules of Fair Practice) were met as to each subscriber (the basis for determining suitability may include the Subscription Documents and other certificates submitted by subscribers). In connection with making the foregoing representations and warranties, the Additional Selling Agent shall further represent and warrant that it has, among other things, examined the following sections in the Prospectus and obtained such additional information from the Managing Owner regarding the information set forth herein, it is not authorized thereunder as the Additional Selling Agent has deemed necessary appropriate to act as agent of determine whether the Company or Prospectus adequately and accurately discloses all material facts relating to an investment in the Trust and provides an adequate basis to subscribers for evaluating an investment in any connection or transaction and (ii) agrees not to so act or to purport to so act.the Units:
Appears in 1 contract
