Covenants of the Dealer Manager. The Dealer Manager covenants and agrees with the Company that the Dealer Manager shall: (a) With respect to the Dealer Manager’s participation and the participation by each Participating Distribution Agent in the offer and sale of Shares (including, without limitation any resales and transfers of Shares), the Dealer Manager will comply, and in its Participating Distribution Agreements will require each Participating Distribution Agent to comply, in all material respects with all applicable requirements of (i) the Securities Act, the Rules and Regulations, the Exchange Act, the rules and regulations of the SEC promulgated under the Exchange Act and all other federal rules and regulations applicable to the Offering, (ii) applicable state securities or “blue sky” laws and regulations, (iii) the rules of FINRA applicable to the Offering, and (iv) with respect to each Participating Distribution Agent, the applicable Participating Distribution Agreement. (b) The Dealer Manager shall use and distribute in conjunction with the Offering and the sale of Shares only the Prospectus and Authorized Sales Literature, and in offering the Shares for sale, the Dealer Manager shall not give or provide any information or make any representation concerning the Company, the Offering or the Shares other than those contained in the Prospectus or any Authorized Sales Literature. The Dealer Manager will not (i) deliver any Authorized Sales Materials to any investor or prospective investor, to any broker-dealer or other party that has not entered into a Participating Distribution Agreement or Servicing Agreement, or to any representatives or other associated persons of such a broker-dealer or other party, unless it is accompanied or preceded by the Prospectus, as amended and supplemented, (ii) show or give to any investor or prospective investor or reproduce any material or writing that is marked “broker-dealer use only” or otherwise bears a legend denoting that it is not to be used in connection with the sale of Shares to any investor or prospective investor, or (iii) show or give to any investor or prospective investor in a particular jurisdiction any material or writing if the material bears a legend denoting that it is not to be used in connection with the sale of Shares in the applicable jurisdiction. Dealer Manager, in its agreements with Participating Distribution Agent, will include requirements and obligations of the Participating Distribution Agent comparable to those imposed upon the Dealer Manager pursuant to this section. (c) The Dealer Manager, in its agreements with Participating Distribution Agents, will require that each Participating Distribution Agent offer Shares only to persons who meet the financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to such Participating Distribution Agent by the Company and only make offers to persons in the jurisdictions in which such Participating Distribution Agent is advised in writing that the Shares are qualified for sale or that such qualification is not required. In offering Shares, the Dealer Manager, in its agreements with Participating Distribution Agents, will require that each Participating Distribution Agent comply with the provisions of all applicable rules and regulations relating to suitability of investors, including, without limitation, the provisions of the NASAA Guidelines and any enhanced standard of care applicable under Regulation Best Interest promulgated under the Exchange Act. The Dealer Manager, in its agreements with Participating Distribution Agents, will require that the Participating Dealers and broker-dealers of record for Participating Advisers and Participating Banks shall sell the Shares only to those persons who are eligible to purchase such shares as described in the Prospectus and only through those Participating Dealers and other broker-dealers who are authorized to sell such shares. (d) The Dealer Manager will, and will require that each Participating Distribution Agent, suspend the offer and sale of Shares in the Offering upon receipt of notice from the Company pursuant to Section 5(a) above or upon any other request of the Company at any time, and will not, or permit any Participating Distribution Agents to, resume the offer and sale of the Shares in the Offering until such time as the Company, in its sole discretion (i) has prepared any required supplement or amendment to the Prospectus, and (ii) has instructed the Dealer Manager to resume the offer and sale of the Shares. (e) The Dealer Manager shall maintain, and in its Participating Distribution Agreements will require each Participating Distribution Agent to maintain, for at least six (6) years, or for the period of time required to comply with all applicable federal, state or other regulatory requirements, whichever is later, records of the information obtained from each investor and used to determine each investor met the financial qualifications and suitability standards imposed on the offer and sale of the Shares in the Offering (both at the time of the initial subscription and at the time of any additional subscriptions). (f) The Dealer Manager will require in its agreements with each Participating Distribution Agent that each Participating Distribution Agent, respectively, comply with the submission of orders procedures set forth in the applicable Participating Distribution Agreement. Although it is anticipated that the distribution process will be facilitated in large part through the Participating Distribution Agent, to the extent the Dealer Manager is involved in the distribution process other than through a Participating Distribution Agent, the Dealer Manager will comply with such submission of orders procedures, and will require each person desiring to purchase Shares in the Offering to complete and execute a subscription agreement in the form filed as an appendix to the Prospectus in the form provided by the Company to the Dealer Manager for use in connection with the Offering and to deliver to the Dealer Manager or as otherwise directed by the Dealer Manager such completed and executed subscription agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Subscription agreements and instruments of payment will be transmitted by the Dealer Manager to the escrow agent described in the Prospectus and subscription agreement for any Offering in which there is a minimum offering contingency described in the Prospectus (“Minimum Offering”) that has not yet been satisfied or, after any such Minimum Offering is satisfied or if no such Minimum Offering is applicable to an Offering, to the Company, as soon as practicable, but in any event by the end of the second business day following receipt by the Dealer Manager. If the Dealer Manager receives a subscription agreement or instrument of payment not conforming to the instructions set forth in the form of Participating Dealer Agreement, the Dealer Manager shall return such subscription agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Instruments of payment of rejected subscribers will be promptly returned to such subscribers.
Appears in 1 contract
Samples: Dealer Manager Agreement (Invesco Real Estate Income Trust Inc.)
Covenants of the Dealer Manager. The Dealer Manager covenants and agrees with the Company that the Dealer Manager shall:
(a) With respect to the Dealer Manager’s participation and the participation by each Participating Distribution Agent in the offer and sale of Shares (including, without limitation any resales and transfers of Shares), the Dealer Manager will comply, and in its Participating Distribution Agreements will require each Participating Distribution Agent to comply, in all material respects with all applicable requirements of (i) the Securities Act, the Rules and Regulations, the Exchange Act, the rules LEGAL02/44544150v5 and regulations of the SEC promulgated under the Securities Act and the Exchange Act (including, without limitation, Regulation D) and all other federal rules and regulations applicable to the Offering, (ii) applicable state securities or “blue sky” laws and regulationslaws, (iii) the rules of set forth in the FINRA rulebook applicable to the Offering, and (iv) with respect to each Participating Distribution Agent, the applicable Participating Distribution Agreement.
(b) The Dealer Manager will, and will require that each Participating Distribution Agent, (i) conduct all offering and solicitation efforts in a transaction or series of transactions intended to be exempt from the registration requirements under the Securities Act pursuant to Rule 506(b) of Regulation D, as set forth in the Memorandum, and applicable state securities laws and regulations, (ii) not offer or sell Shares by any means otherwise inconsistent with this Agreement or the Memorandum, and (iii) not engage in any general advertising or general solicitation activities in connection with the Offering or any sale of Shares.
(c) The Dealer Manager shall use and distribute in conjunction with the Offering and the sale of Shares only the Prospectus Memorandum and Authorized Sales Literature, and in offering the Shares for sale, the Dealer Manager shall not give or provide any information or make any representation concerning the Company, the Offering or the Shares other than those contained in the Prospectus Memorandum or any Authorized Sales Literature. The Dealer Manager will not (i) deliver any Authorized Sales Materials to any investor or prospective investor, to any broker-dealer or other party that has not entered into a Participating Distribution Agreement or Servicing Agreement, or to any representatives or other associated persons of such a broker-dealer or other party, unless it is accompanied or preceded by the Prospectus, as amended and supplemented, (ii) show or give to any investor or prospective investor or reproduce any material or writing that is marked “broker-dealer financial professional use only” or otherwise bears a legend denoting that it is not to be used in connection with the sale of Shares to any investor or prospective investor, investor or (iii) show or give to any investor or prospective investor in a particular jurisdiction any material or writing if the material bears a legend denoting that it is not to be used in connection with the sale of Shares in the applicable jurisdiction. .
(d) The Dealer Manager, in its agreements with Participating Distribution Agent, will include requirements and obligations Manager shall solicit purchases of the Participating Distribution Agent comparable to Shares for the account of the Company only in those imposed upon jurisdictions in which the Dealer Manager pursuant is legally qualified to this sectionso act and in which the Dealer Manager has been advised in writing by the Company that solicitation is permissible under the laws of the applicable jurisdiction. The Company shall specify only those jurisdictions in which Shares may be offered and sold in reliance on exemptions from the registration requirements of those jurisdictions’ securities laws. Unless otherwise specified by the Company in writing, no Shares shall be offered or sold for the account of the Company in any other states or jurisdictions.
(ce) The Dealer ManagerManager will, in its agreements with Participating Distribution Agents, and will require that each Participating Distribution Agent, suspend or terminate the offer and sale of Shares in the Offering upon request of the Company at any time and to resume offering and sale of the Shares in the Offering upon subsequent request of the Company in its sole discretion.
(f) The Dealer Manager will, and will require each Participating Distribution Agent to, only offer Shares only to persons who meet it reasonably believes, on the basis of information obtained from the potential investor concerning the investor’s investment objectives, other investments, financial qualifications situation and needs, and any other information known by the Dealer Manager or an associated person:
(i) the person is an “accredited investor” as defined in Rule 501(a) of the Securities Act and also meets the investor suitability standards as may be established by the Company and set forth in the Prospectus or Memorandum;
(ii) has such knowledge and experience in any suitability letter or memorandum sent to such Participating Distribution Agent by financial and business matters that the Company offeree is capable of evaluating the merits and only make offers to persons risks of an investment in the jurisdictions Shares; and
(iii) is a person for which an investment in which such Participating Distribution Agent is advised in writing that the Shares are qualified for sale or that such qualification is otherwise suitable; and
(iv) was not required. In offering Sharessolicited through the use of general solicitation.
(g) During the course of the Offering, the Dealer ManagerManager will comply, in its agreements with Participating Distribution Agents, will require that and shall direct each Participating Distribution Agent who enters into a Participating Distribution Agreement with the Dealer Manager to comply with the provisions of all applicable rules and regulations relating to suitability of investors, including, including without limitation, Regulation Best Interest, the provisions of the NASAA Guidelines and any enhanced standard of care applicable under Regulation Best Interest promulgated under the Exchange ActD and, if applicable, FINRA Rule 2111. The Dealer Manager, in its agreements with Participating Distribution Agents, will require that the Participating Dealers and broker-dealers of record for Participating Advisers and Participating Banks Manager shall sell the Shares only to those persons who are eligible to purchase such shares as described in the Prospectus and only through those Participating Dealers and other broker-dealers who are authorized to sell such shares.
(d) The Dealer Manager will, and will require that direct each Participating Distribution Agent, suspend the offer and sale of Shares in the Offering upon receipt of notice from the Company pursuant to Section 5(a) above or upon any other request of the Company at any time, and will not, or permit any Agent who enters into a Participating Distribution Agents to, resume the offer and sale of the Shares in the Offering until such time as the Company, in its sole discretion (i) has prepared any required supplement or amendment to the Prospectus, and (ii) has instructed Agreement with the Dealer Manager to resume make, or cause to be made, inquiries as required by this Agreement, the offer and sale Memorandum or applicable law of all prospective investors to ascertain whether a purchase of an investment in the Shares.Shares is suitable for the prospective investor. LEGAL02/44544150v5
(eh) The Dealer Manager shall maintain, and require Participating Distribution Agents to represent in its Participating Distribution Agreements that they will require each Participating Distribution Agent to maintain, for at least six (6) years, or for the period of time required to comply with all applicable federal, state or other regulatory requirements, whichever is later, records of the information obtained from each investor and used to determine each investor met the financial qualifications and suitability standards imposed on the offer and sale of the Shares in the Offering (both at the time of the initial subscription and at the time of any additional subscriptions).
(f) The Dealer Manager will require in its agreements with each Participating Distribution Agent that each Participating Distribution Agent, respectively, comply with the submission of orders procedures set forth in the applicable Participating Distribution Agreement. Although it is anticipated that the distribution process will be facilitated in large part through the Participating Distribution Agent, to the extent the Dealer Manager is involved in the distribution process other than through a Participating Distribution Agent, the Dealer Manager will comply with such submission of orders procedures, and will require each person desiring to purchase Shares in the Offering to complete and execute a subscription agreement in the form filed as an appendix to the Prospectus in the form provided by the Company to the Dealer Manager for use in connection with the Offering and to deliver to the Dealer Manager or as otherwise directed by the Dealer Manager such completed and executed subscription agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Subscription agreements and instruments of payment will be transmitted by the Dealer Manager to the escrow agent described in the Prospectus and subscription agreement for any Offering in which there is a minimum offering contingency described in the Prospectus (“Minimum Offering”) that has not yet been satisfied or, after any such Minimum Offering is satisfied or if no such Minimum Offering is applicable to an Offering, to the Company, as soon as practicable, but in any event by the end of the second business day following receipt by the Dealer Manager. If the Dealer Manager receives a subscription agreement or instrument of payment not conforming to the instructions set forth in the form of Participating Dealer Agreement, the Dealer Manager shall return such subscription agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Instruments of payment of rejected subscribers will be promptly returned to such subscribers.
Appears in 1 contract
Samples: Dealer Manager Agreement (Invesco Commercial Real Estate Finance Trust, Inc.)
Covenants of the Dealer Manager. The Dealer Manager covenants and agrees with the Company that the Dealer Manager shall:
(a) With respect to the Dealer Manager’s participation and the participation by each Participating Distribution Agent in the offer and sale of Shares (including, without limitation any resales and transfers of Shares), the Dealer Manager will comply, and in its Participating Distribution Agreements will require each Participating Distribution Agent to comply, in all material respects with all applicable requirements of (i) the Securities Act, the Rules and Regulations, the Exchange Act, the rules and regulations of the SEC promulgated under the Securities Act and the Exchange Act (including, without limitation, Regulation D) and all other federal rules and regulations applicable to the Offering, (ii) applicable state securities or “blue sky” laws and regulationslaws, (iii) the rules of set forth in the FINRA rulebook applicable to the Offering, and (iv) with respect to each Participating Distribution Agent, the applicable Participating Distribution Agreement.
(b) The Dealer Manager will, and will require that each Participating Distribution Agent, (i) conduct all offering and solicitation efforts in a transaction or series of transactions intended to be exempt from the registration requirements under the Securities Act pursuant to Rule 506(b) of Regulation D, as set forth in the Memorandum, and applicable state securities laws and regulations, (ii) not offer or sell Shares by any means otherwise inconsistent with this Agreement or the Memorandum, and (iii) not engage in any general advertising or general solicitation activities in connection with the Offering or any sale of Shares.
(c) The Dealer Manager shall use and distribute in conjunction with the Offering and the sale of Shares only the Prospectus Memorandum and Authorized Sales Literature, and in offering the Shares for sale, the Dealer Manager shall not give or provide any information or make any representation concerning the Company, the Offering or the Shares other than those contained in the Prospectus Memorandum or any Authorized Sales Literature. The Dealer Manager will not (i) deliver any Authorized Sales Materials to any investor or prospective investor, to any broker-dealer or other party that has not entered into a Participating Distribution Agreement or Servicing Agreement, or to any representatives or other associated persons of such a broker-dealer or other party, unless it is accompanied or preceded by the Prospectus, as amended and supplemented, (ii) show or give to any investor or prospective investor or reproduce any material or writing that is marked “broker-dealer financial professional use only” or otherwise bears a legend denoting that it is not to be used in connection with the sale of Shares to any investor or prospective investor, investor or (iii) show or give to any investor or prospective investor in a particular jurisdiction any material or writing if the material bears a legend denoting that it is not to be used in connection with the sale of Shares in the applicable jurisdiction. .
(d) The Dealer Manager, in its agreements with Participating Distribution Agent, will include requirements and obligations Manager shall solicit purchases of the Participating Distribution Agent comparable to Shares for the account of the Company only in those imposed upon jurisdictions in which the Dealer Manager pursuant is legally qualified to this sectionso act and in which the Dealer Manager has been advised in writing by the Company that solicitation is permissible under the laws of the applicable jurisdiction. The Company shall specify only those jurisdictions in which Shares may be offered and sold in reliance on exemptions from the registration requirements of those jurisdictions’ securities laws. Unless otherwise specified by the Company in writing, no Shares shall be offered or sold for the account of the Company in any other states or jurisdictions.
(ce) The Dealer ManagerManager will, in its agreements with Participating Distribution Agents, and will require that each Participating Distribution Agent, suspend or terminate the offer and sale of Shares in the Offering upon request of the Company at any time and to resume offering and sale of the Shares in the Offering upon subsequent request of the Company in its sole discretion.
(f) The Dealer Manager will, and will require each Participating Distribution Agent to, only offer Shares only to persons who meet it reasonably believes, on the basis of information obtained from the potential investor concerning the investor’s investment objectives, other investments, financial qualifications situation and needs, and any other information known by the Dealer Manager or an associated person:
(i) the person is an “accredited investor” as defined in Rule 501(a) of the Securities Act and also meets the investor suitability standards as may be established by the Company and set forth in the Prospectus or Memorandum;
(ii) has such knowledge and experience in any suitability letter or memorandum sent to such Participating Distribution Agent by financial and business matters that the Company offeree is capable of evaluating the merits and only make offers to persons risks of an investment in the jurisdictions Shares; and
(iii) is a person for which an investment in which such Participating Distribution Agent is advised in writing that the Shares are qualified for sale or that such qualification is otherwise suitable; and
(iv) was not required. In offering Sharessolicited through the use of general solicitation.
(g) During the course of the Offering, the Dealer ManagerManager will comply, in its agreements with Participating Distribution Agents, will require that and shall direct each Participating Distribution Agent who enters into a Participating Distribution Agreement with the Dealer Manager to comply with the provisions of all applicable rules and regulations relating to suitability of investors, including, including without limitation, Regulation Best Interest, the provisions of the NASAA Guidelines and any enhanced standard of care applicable under Regulation Best Interest promulgated under the Exchange ActD and, if applicable, FINRA Rule 2111. The Dealer Manager, in its agreements with Participating Distribution Agents, will require that the Participating Dealers and broker-dealers of record for Participating Advisers and Participating Banks Manager shall sell the Shares only to those persons who are eligible to purchase such shares as described in the Prospectus and only through those Participating Dealers and other broker-dealers who are authorized to sell such shares.
(d) The Dealer Manager will, and will require that direct each Participating Distribution Agent, suspend the offer and sale of Shares in the Offering upon receipt of notice from the Company pursuant to Section 5(a) above or upon any other request of the Company at any time, and will not, or permit any Agent who enters into a Participating Distribution Agents to, resume the offer and sale of the Shares in the Offering until such time as the Company, in its sole discretion (i) has prepared any required supplement or amendment to the Prospectus, and (ii) has instructed Agreement with the Dealer Manager to resume the offer and sale of the Shares.
(e) The Dealer Manager shall maintain, and in its Participating Distribution Agreements will require each Participating Distribution Agent to maintain, for at least six (6) yearsmake, or for the period of time cause to be made, inquiries as required to comply with all applicable federal, state or other regulatory requirements, whichever is later, records of the information obtained from each investor and used to determine each investor met the financial qualifications and suitability standards imposed on the offer and sale of the Shares in the Offering (both at the time of the initial subscription and at the time of any additional subscriptions).
(f) The Dealer Manager will require in its agreements with each Participating Distribution Agent that each Participating Distribution Agent, respectively, comply with the submission of orders procedures set forth in the applicable Participating Distribution Agreement. Although it is anticipated that the distribution process will be facilitated in large part through the Participating Distribution Agent, to the extent the Dealer Manager is involved in the distribution process other than through a Participating Distribution Agent, the Dealer Manager will comply with such submission of orders procedures, and will require each person desiring to purchase Shares in the Offering to complete and execute a subscription agreement in the form filed as an appendix to the Prospectus in the form provided by the Company to the Dealer Manager for use in connection with the Offering and to deliver to the Dealer Manager or as otherwise directed by the Dealer Manager such completed and executed subscription agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Subscription agreements and instruments of payment will be transmitted by the Dealer Manager to the escrow agent described in the Prospectus and subscription agreement for any Offering in which there is a minimum offering contingency described in the Prospectus (“Minimum Offering”) that has not yet been satisfied or, after any such Minimum Offering is satisfied or if no such Minimum Offering is applicable to an Offering, to the Company, as soon as practicable, but in any event by the end of the second business day following receipt by the Dealer Manager. If the Dealer Manager receives a subscription agreement or instrument of payment not conforming to the instructions set forth in the form of Participating Dealer this Agreement, the Dealer Manager shall return such subscription agreement and instrument Memorandum or applicable law of payment directly all prospective investors to such subscriber not later than ascertain whether a purchase of an investment in the end of Shares is suitable for the next business day following its receipt. Instruments of payment of rejected subscribers will be promptly returned to such subscribersprospective investor.
Appears in 1 contract
Samples: Dealer Manager Agreement (Invesco Commercial Real Estate Finance Trust, Inc.)
Covenants of the Dealer Manager. The Dealer Manager covenants and agrees with the Company that the Dealer Manager shall:
(a) With respect to the Dealer Manager’s participation and the participation by each Participating Distribution Agent in the offer and sale of Shares (including, without limitation any resales and transfers of Shares), the Dealer Manager will comply, and in its Participating Distribution Agreements will require each Participating Distribution Agent to comply, in all material respects with all applicable requirements of (i) the Securities Act, the Rules and Regulations, the Exchange Act, the rules and regulations of the SEC promulgated under the Securities Act and the Exchange Act (including, without limitation, Regulation D) and all other federal rules and regulations applicable to the Offering, (ii) applicable state securities or “blue sky” laws and regulationslaws, (iii) the rules of set forth in the FINRA rulebook applicable to the Offering, and (iv) with respect to each Participating Distribution Agent, the applicable Participating Distribution Agreement.
(b) The Dealer Manager will, and will require that each Participating Distribution Agent, (i) conduct all offering and solicitation efforts in a transaction or series of transactions intended to be exempt from the registration requirements under the Securities Act pursuant to Rule 506(b) of Regulation D, as set forth in the Memorandum, and applicable state securities laws and regulations, (ii) not offer or sell Shares by any means otherwise inconsistent with this Agreement or the Memorandum, and (iii) not engage in any general advertising or general solicitation activities in connection with the Offering or any sale of Shares.
(c) The Dealer Manager shall use and distribute in conjunction with the Offering and the sale of Shares only the Prospectus Memorandum and Authorized Sales Literature, and in offering the Shares for sale, the Dealer Manager shall not give or provide any information or make any representation concerning the Company, the Offering or the Shares other than those contained in the Prospectus Memorandum or any Authorized Sales Literature. The Dealer Manager will not (i) deliver any Authorized Sales Materials to any investor or prospective investor, to any broker-dealer or other party that has not entered into a Participating Distribution Agreement or Servicing Agreement, or to any representatives or other associated persons of such a broker-dealer or other party, unless it is accompanied or preceded by the Prospectus, as amended and supplemented, (ii) show or give to any investor or prospective investor or reproduce any material or writing that is marked “broker-dealer financial professional use only” or otherwise bears a legend denoting that it is not to be used in connection with the sale of Shares to any investor or prospective investor, investor or (iii) show or give to any investor or prospective investor in a particular jurisdiction any material or writing if the material bears a legend denoting that it is not to be used in connection with the sale of Shares in the applicable jurisdiction. .
(d) The Dealer Manager, in its agreements with Participating Distribution Agent, will include requirements and obligations Manager shall solicit purchases of the Participating Distribution Agent comparable to Shares for the account of the Company only in those imposed upon jurisdictions in which the Dealer Manager pursuant is legally qualified to this sectionso act and in which the Dealer Manager has been advised in writing by the Company that solicitation is permissible under the laws of the applicable jurisdiction. The Company shall specify only those jurisdictions in which Shares may be offered and sold in reliance on exemptions from the registration requirements of those jurisdictions’ securities laws. Unless otherwise specified by the Company in writing, no Shares shall be offered or sold for the account of the Company in any other states or jurisdictions.
(ce) The Dealer ManagerManager will, in its agreements with Participating Distribution Agents, and will require that each Participating Distribution Agent, suspend or terminate the offer and sale of Shares in the Offering upon request of the Company at any time and to resume offering and sale of the Shares in the Offering upon subsequent request of the Company in its sole discretion.
(f) The Dealer Manager will, and will require each Participating Distribution Agent to, only offer Shares only to persons who meet it reasonably believes, on the basis of information obtained from the potential investor concerning the investor’s investment objectives, other investments, financial qualifications situation and needs, and any other information known by the Dealer Manager or an associated person:
(i) the person is an “accredited investor” as defined in Rule 501(a) of the Securities Act and also meets the investor suitability standards as may be established by the Company and set forth in the Prospectus or Memorandum;
(ii) has such knowledge and experience in any suitability letter or memorandum sent to such Participating Distribution Agent by financial and business matters that the Company offeree is capable of evaluating the merits and only make offers to persons risks of an investment in the jurisdictions Shares; and
(iii) is a person for which an investment in which such Participating Distribution Agent is advised in writing that the Shares are qualified for sale or that such qualification is otherwise suitable; and
(iiii) was not required. In offering Sharessolicited through the use of general solicitation.
(g) During the course of the Offering, the Dealer ManagerManager will comply, in its agreements with Participating Distribution Agents, will require that and shall direct each Participating Distribution Agent who enters into a Participating Distribution Agreement with the Dealer Manager to comply with the provisions of all applicable rules and regulations relating to suitability of investors, including, including without limitation, Regulation Best Interest, the provisions of the NASAA Guidelines and any enhanced standard of care applicable under Regulation Best Interest promulgated under the Exchange ActD and, if applicable, FINRA Rule 2111. The Dealer Manager, in its agreements with Participating Distribution Agents, will require that the Participating Dealers and broker-dealers of record for Participating Advisers and Participating Banks Manager shall sell the Shares only to those persons who are eligible to purchase such shares as described in the Prospectus and only through those Participating Dealers and other broker-dealers who are authorized to sell such shares.
(d) The Dealer Manager will, and will require that direct each Participating Distribution Agent, suspend the offer and sale of Shares in the Offering upon receipt of notice from the Company pursuant to Section 5(a) above or upon any other request of the Company at any time, and will not, or permit any Agent who enters into a Participating Distribution Agents to, resume the offer and sale of the Shares in the Offering until such time as the Company, in its sole discretion (i) has prepared any required supplement or amendment to the Prospectus, and (ii) has instructed Agreement with the Dealer Manager to resume make, or cause to be made, inquiries as required by this Agreement, the offer and sale Memorandum or applicable law of all prospective investors to ascertain whether a purchase of an investment in the SharesShares is suitable for the prospective investor.
(eh) The Dealer Manager shall maintain, and require Participating Distribution Agents to represent in its Participating Distribution Agreements that they will require each Participating Distribution Agent to maintain, for at least six (6) years, or for the period of time required to comply with all applicable federal, state or other regulatory requirements, whichever is later, records of the information obtained from each investor and used to determine each investor met the financial qualifications and suitability standards imposed on the offer and sale of the Shares in the Offering (both at the time of the initial subscription and at the time of any additional subscriptions).
(f) The Dealer Manager will require in its agreements with each Participating Distribution Agent that each Participating Distribution Agent, respectively, comply with the submission of orders procedures set forth in the applicable Participating Distribution Agreement. Although it is anticipated that the distribution process will be facilitated in large part through the Participating Distribution Agent, to the extent the Dealer Manager is involved in the distribution process other than through a Participating Distribution Agent, the Dealer Manager will comply with such submission of orders procedures, and will require each person desiring to purchase Shares in the Offering to complete and execute a subscription agreement in the form filed as an appendix to the Prospectus in the form provided by the Company to the Dealer Manager for use in connection with the Offering and to deliver to the Dealer Manager or as otherwise directed by the Dealer Manager such completed and executed subscription agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Subscription agreements and instruments of payment will be transmitted by the Dealer Manager to the escrow agent described in the Prospectus and subscription agreement for any Offering in which there is a minimum offering contingency described in the Prospectus (“Minimum Offering”) that has not yet been satisfied or, after any such Minimum Offering is satisfied or if no such Minimum Offering is applicable to an Offering, to the Company, as soon as practicable, but in any event by the end of the second business day following receipt by the Dealer Manager. If the Dealer Manager receives a subscription agreement or instrument of payment not conforming to the instructions set forth in the form of Participating Dealer Agreement, the Dealer Manager shall return such subscription agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Instruments of payment of rejected subscribers will be promptly returned to such subscribers.
Appears in 1 contract
Samples: Dealer Manager Agreement (Invesco Commercial Real Estate Finance Trust, Inc.)
Covenants of the Dealer Manager. The Dealer Manager covenants and agrees with the Company that the Dealer Manager shall:
(a) With respect to the Dealer Manager’s participation and the participation by each Participating Distribution Agent in the offer and sale of Shares (including, without limitation any resales and transfers of Shares), the Dealer Manager will comply, and in its Participating Distribution Agreements will require each Participating Distribution Agent to comply, in all material respects with all applicable requirements of (i) the Securities Act, the Rules and Regulations, the Exchange Act, the rules and regulations of the SEC promulgated under the Exchange Act and all other federal rules and regulations applicable to the Offering, (ii) applicable state securities or “blue sky” laws and regulations, (iii) the rules of FINRA applicable to the Offering, and (iv) with respect to each Participating Distribution Agent, the applicable Participating Distribution Agreement.
(b) The Dealer Manager shall use and distribute in conjunction with the Offering and the sale of Shares only the Prospectus and Authorized Sales Literature, and in offering the Shares for sale, the Dealer Manager shall not give or provide any information or make any representation concerning the Company, the Offering or the Shares other than those contained in the Prospectus or any Authorized Sales Literature. The Dealer Manager will not (i) deliver any Authorized Sales Materials to any investor or prospective investor, to any broker-dealer or other party that has not entered into a Participating Distribution Agreement or Servicing Agreement, or to any representatives or other associated persons of such a broker-dealer or other party, unless it is accompanied or preceded by the Prospectus, as amended and supplemented, (ii) show or give to any investor or prospective investor or reproduce any material or writing that is marked “broker-dealer use only” or otherwise bears a legend denoting that it is not to be used in connection with the sale of Shares to any investor or prospective investor, or (iii) show or give to any investor or prospective investor in a particular jurisdiction any material or writing if the material bears a legend denoting that it is not to be used in connection with the sale of Shares in the applicable jurisdiction. Dealer Manager, in its agreements with Participating Distribution Agent, will include requirements and obligations of the Participating Distribution Agent comparable to those imposed upon the Dealer Manager pursuant to this section.
(c) The Dealer Manager, in its agreements with Participating Distribution Agents, will require that each Participating Distribution Agent offer Shares only to persons who meet the financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to such Participating Distribution Agent by the Company and only make offers to persons in the jurisdictions in which such Participating Distribution Agent is advised in writing that the Shares are qualified for sale or that such qualification is not required. In offering Shares, the Dealer Manager, in its agreements with Participating Distribution Agents, will require that each Participating Distribution Agent comply with the provisions of all applicable rules and regulations relating to suitability of investors, including, without limitation, the provisions of the NASAA Guidelines and any enhanced standard of care applicable under Regulation Best Interest promulgated under the Exchange Act. The Dealer Manager, in its agreements with Participating Distribution Agents, will require that the Participating Dealers and broker-dealers of record for Participating Advisers and Participating Banks shall sell the Shares only to those persons who are eligible to purchase such shares as described in the Prospectus and only through those Participating Dealers and other broker-dealers who are authorized to sell such sharesGuidelines.
(d) The Dealer Manager will, and will require that each Participating Distribution Agent, suspend the offer and sale of Shares in the Offering upon receipt of notice from the Company pursuant to Section 5(a) above or upon any other request of the Company at any time, and will not, or permit any Participating Distribution Agents to, resume the offer and sale of the Shares in the Offering until such time as the Company, in its sole discretion (i) has prepared any required supplement or amendment to the Prospectus, and (ii) has instructed the Dealer Manager to resume the offer and sale of the Shares.
(e) The Dealer Manager shall maintain, and in its Participating Distribution Agreements will require each Participating Distribution Agent to maintain, for at least six (6) years, or for the period of time required to comply with all applicable federal, state or other regulatory requirements, whichever is later, records of the information obtained from each investor and used to determine each investor met the financial qualifications and suitability standards imposed on the offer and sale of the Shares in the Offering (both at the time of the initial subscription and at the time of any additional subscriptions).
(f) The Dealer Manager will require in its agreements with each Participating Distribution Agent that each Participating Distribution Agent, respectively, comply with the submission of orders procedures set forth in the applicable Participating Distribution Agreement. Although it is anticipated that the distribution process will be facilitated in large part through the Participating Distribution Agent, to the extent the Dealer Manager is involved in the distribution process other than through a Participating Distribution Agent, the Dealer Manager will comply with such submission of orders procedures, and will require each person desiring to purchase Shares in the Offering to complete and execute a subscription agreement in the form filed as an appendix to the Prospectus in the form provided by the Company to the Dealer Manager for use in connection with the Offering and to deliver to the Dealer Manager or as otherwise directed by the Dealer Manager such completed and executed subscription agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Subscription agreements and instruments of payment will be transmitted by the Dealer Manager to the escrow agent described in the Prospectus and subscription agreement for any Offering in which there is a minimum offering contingency described in the Prospectus (“Minimum Offering”) that has not yet been satisfied or, after any such Minimum Offering is satisfied or if no such Minimum Offering is applicable to an Offering, to the Company, as soon as practicable, but in any event by the end of the second business day following receipt by the Dealer Manager. If the Dealer Manager receives a subscription agreement or instrument of payment not conforming to the instructions set forth in the form of Participating Dealer Agreement, the Dealer Manager shall return such subscription agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Instruments of payment of rejected subscribers will be promptly returned to such subscribers.
Appears in 1 contract
Samples: Dealer Manager Agreement (Invesco Real Estate Income Trust Inc.)
Covenants of the Dealer Manager. The Dealer Manager covenants and agrees with the Company that the Dealer Manager shall:
(a) With respect to the Dealer Manager’s participation and the participation by each Participating Distribution Agent in the offer and sale of Shares (including, without limitation any resales and transfers of Shares), the Dealer Manager will comply, and in its Participating Distribution Agreements will require each Participating Distribution Agent to comply, in all material respects with all applicable requirements of (i) the Securities Act, the Rules and Regulations, the Exchange Act, the rules and regulations of the SEC promulgated under the Exchange Act and all other federal rules and regulations applicable to the Offering, (ii) applicable state securities or “blue sky” laws and regulations, (iii) the rules of FINRA applicable to the Offering, and (iv) with respect to each Participating Distribution Agent, the applicable Participating Distribution Agreement.
(b) The Dealer Manager shall use and distribute in conjunction with the Offering and the sale of Shares only the Prospectus and Authorized Sales Literature, and in offering the Shares for sale, the Dealer Manager shall not give or provide any information or make any representation concerning the Company, the Offering or the Shares other than those contained in the Prospectus or any Authorized Sales Literature. The Dealer Manager will not (i) deliver any Authorized Sales Materials to any investor or prospective investor, to any broker-dealer or other party that has not entered into a Participating Distribution Agreement or Servicing Agreement, or to any representatives or other associated persons of such a broker-dealer or other party, unless it is accompanied or preceded by the Prospectus, as amended and supplemented, (ii) show or give to any investor or prospective investor or reproduce any material or writing that is marked “broker-dealer use only” or otherwise bears a legend denoting that it is not to be used in connection with the sale of Shares to any investor or prospective investor, or (iii) show or give to any investor or prospective investor in a particular jurisdiction any material or writing if the material bears a legend denoting that it is not to be used in connection with the sale of Shares in the applicable jurisdiction. Dealer Manager, in its agreements with Participating Distribution Agent, will include requirements and obligations of the Participating Distribution Agent comparable to those imposed upon the Dealer Manager pursuant to this section.
(c) The Dealer Manager, in its agreements with Participating Distribution Agents, will require that each Participating Distribution Agent offer Shares only to persons who meet the financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to such Participating Distribution Agent by the Company and only make offers to persons in the jurisdictions in which such Participating Distribution Agent is advised in writing that the Shares are qualified for sale or that such qualification is not required. In offering Shares, the Dealer Manager, in its agreements with Participating Distribution Agents, will require that each Participating Distribution Agent comply with the provisions of all applicable rules and regulations relating to suitability of investors, including, without limitation, the provisions of the NASAA Guidelines and any enhanced standard of care applicable under Regulation Best Interest promulgated under the Exchange Act. The Dealer Manager, in its agreements with Participating Distribution Agents, will require that the Participating Dealers and broker-dealers of record for Participating Advisers and Participating Banks shall sell the Shares only to those persons who are eligible to purchase such shares as described in the Prospectus and only through those Participating Dealers and other broker-dealers who are authorized to sell such shares.
(d) The Dealer Manager will, and will require that each Participating Distribution Agent, suspend the offer and sale of Shares in the Offering upon receipt of notice from the Company pursuant to Section 5(a) above or upon any other request of the Company at any time, and will not, or permit any Participating Distribution Agents to, resume the offer and sale of the Shares in the Offering until such time as the Company, in its sole discretion (i) has prepared any required supplement or amendment to the Prospectus, and (ii) has instructed the Dealer Manager to resume the offer and sale of the Shares.
(e) The Dealer Manager shall maintain, and in its Participating Distribution Agreements will require each Participating Distribution Agent to maintain, for at least six (6) years, or for the period of time required to comply with all applicable federal, state or other regulatory requirements, whichever is later, records of the information obtained from each investor and used to determine each investor met the financial qualifications and suitability standards imposed on the offer and sale of the Shares in the Offering (both at the time of the initial subscription and at the time of any additional subscriptions).
(f) The Dealer Manager will require in its agreements with each Participating Distribution Agent that each Participating Distribution Agent, respectively, comply with the submission of orders procedures set forth in the applicable Participating Distribution Agreement. Although it is anticipated that the distribution process will be facilitated in large part through the Participating Distribution Agent, to the extent If the Dealer Manager is involved in the distribution process other than through a Participating Distribution Agent, the Dealer Manager will comply with such submission of orders procedures, and will require each person desiring to purchase Shares in the Offering to complete and execute receives a subscription agreement in the form filed as an appendix to the Prospectus in the form provided by the Company to the Dealer Manager for use in connection with the Offering and to deliver to the Dealer Manager or as otherwise directed by the Dealer Manager such completed and executed subscription agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Subscription agreements and instruments of payment will be transmitted by the Dealer Manager to the escrow agent described in the Prospectus and subscription agreement for any Offering in which there is a minimum offering contingency described in the Prospectus (“Minimum Offering”) that has not yet been satisfied or, after any such Minimum Offering is satisfied or if no such Minimum Offering is applicable to an Offering, to the Company, as soon as practicable, but in any event by the end of the second business day following receipt by the Dealer Manager. If the Dealer Manager receives a subscription agreement or instrument of payment not conforming to the instructions set forth in the form of Participating Dealer Agreement, the Dealer Manager shall return such subscription agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Instruments of payment of rejected subscribers will be promptly returned to such subscribers.
Appears in 1 contract
Samples: Dealer Manager Agreement (Invesco Real Estate Income Trust Inc.)
Covenants of the Dealer Manager. The Dealer Manager covenants and agrees with each of the Company Issuer and the Advisor as follows, as of the date hereof and as of each date that the Units are sold hereunder; provided, that, to the extent such covenants are given only as of a specified date or dates, the Dealer Manager shallonly makes such covenants as of such date or dates:
(a) With respect The Dealer Manager (i) will conduct the offering of the Units in a transaction or series of transactions intended to be exempt from the registration requirements under the Securities Act pursuant to Rule 506(b) of Regulation D and applicable state securities laws and regulations, (ii) will not offer or sell the Units by any means otherwise inconsistent with this Agreement or the Memorandum; (iii) will not engage in, and the Participating Dealer Agreement executed with each Participating Dealer will not permit any Participating Dealer to engage in, any marketing or general solicitation activities in any jurisdiction or in any manner in which it is unlawful for it to do so; and (iv) will require, pursuant to the Participating Dealer Manager’s participation and the participation by Agreement executed with each Participating Distribution Agent Dealer, that Participating Dealers or their authorized representatives offer the Units only to persons with whom Participating Dealers or their authorized representatives have a substantive and pre-existing relationship as defined from time to time by the SEC.
(b) In its activities in connection with the offer and sale of Shares (including, without limitation any resales and transfers of Shares)the Units, the Dealer Manager will comply, and in its Participating Distribution Agreements will require each Participating Distribution Agent to comply, shall comply in all material respects with all applicable requirements of (i) the Securities Actfederal, the Rules state and Regulationslocal securities laws, the Exchange Act, the rules and regulations of the SEC promulgated under the Exchange Act and all any other federal rules and regulations applicable laws relating to the Offeringplacement of securities, and (ii) applicable state securities requirements of other governmental, regulatory and self-regulatory authorities and organizations having jurisdiction over the Dealer Manager or the Private Offering, including those relating to anti-money laundering activities (including collection of required “blue skyknow your customer” laws information from purchasers of the Units).
(c) In connection with its activities hereunder, the Dealer Manager shall (i) exclusively use the Offering Materials and regulationsshall not include or make use of any other document or material, (iii) or furnish to any potential investor any other information, written or oral, respecting the rules Issuer or the offering of FINRA applicable to the OfferingUnits, without the prior written consent of the Issuer, and (ivii) with respect deliver or cause to be delivered to each Participating Distribution Agentpurchaser of Units, at or prior to the time of any purchase of, or commitment to 10739013 v20 purchase, the applicable Participating Distribution AgreementUnits, copies of the most recent versions of the Offering Documents as supplied to it by the Issuer.
(bd) The Dealer Manager shall use and distribute in conjunction with Without the Offering and prior written consent of the sale of Shares only the Prospectus and Authorized Sales Literature, and in offering the Shares for saleIssuer, the Dealer Manager shall not give or provide any information or make any representation concerning engage in marketing activities with respect to the CompanyUnits that would require the Issuer, the Offering or the Shares other than those contained in the Prospectus Units or any Authorized Sales Literature. The Dealer Manager will not (i) deliver any Authorized Sales of the Offering Materials to be registered, licensed, qualified or approved by any investor or prospective investor, to regulatory authority in any broker-dealer or other party that has not entered into a Participating Distribution Agreement or Servicing Agreement, or to any representatives or other associated persons of such a broker-dealer or other party, unless it is accompanied or preceded by the Prospectus, as amended and supplemented, (ii) show or give to any investor or prospective investor or reproduce any material or writing that is marked “broker-dealer use only” or otherwise bears a legend denoting that it is not to be used in connection with the sale of Shares to any investor or prospective investor, or (iii) show or give to any investor or prospective investor in a particular jurisdiction any material or writing if the material bears a legend denoting that it is not to be used in connection with the sale of Shares in the applicable jurisdiction. Dealer Manager, in its agreements with Participating Distribution Agent, will include requirements and obligations of the Participating Distribution Agent comparable to those imposed upon the Dealer Manager pursuant to this section.
(c) The Dealer Manager, in its agreements with Participating Distribution Agents, will require that each Participating Distribution Agent offer Shares only to persons who meet the financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to such Participating Distribution Agent by the Company and only make offers to persons in the jurisdictions in which such Participating Distribution Agent is advised in writing that the Shares are qualified for sale or that such qualification is not required. In offering Shares, the Dealer Manager, in its agreements with Participating Distribution Agents, will require that each Participating Distribution Agent comply with the provisions of all applicable rules and regulations relating to suitability of investors, including, without limitation, the provisions of the NASAA Guidelines and any enhanced standard of care applicable under Regulation Best Interest promulgated under the Exchange Act. The Dealer Manager, in its agreements with Participating Distribution Agents, will require that the Participating Dealers and broker-dealers of record for Participating Advisers and Participating Banks shall sell the Shares only to those persons who are eligible to purchase such shares as described in the Prospectus and only through those Participating Dealers and other broker-dealers who are authorized to sell such shares.
(de) The Dealer Manager will, and will require that each of the Participating Distribution AgentDealers, suspend the offer and sale of Shares in the Offering upon receipt of notice from the Company pursuant to Section 5(a) above or upon any other request of the Company at any time, and will not, or permit any Participating Distribution Agents to, resume terminate the offer and sale of the Shares Units in the Private Offering until such upon the written request of the Issuer at any time as the Company, in its sole discretion (i) has prepared any required supplement or amendment to the Prospectus, and (ii) has instructed the Dealer Manager to resume the offer offering and sale of the Shares.
(e) The Dealer Manager shall maintain, and Units in its Participating Distribution Agreements will require each Participating Distribution Agent to maintain, for at least six (6) years, or for the period of time required to comply with all applicable federal, state or other regulatory requirements, whichever is later, records Private Offering upon subsequent written request of the information obtained from each investor and used to determine each investor met the financial qualifications and suitability standards imposed on the offer and sale of the Shares in the Offering (both at the time of the initial subscription and at the time of any additional subscriptions)Issuer.
(f) The Dealer Manager will maintain records related to each purchaser of the Units for so long as is required by applicable law or regulations and the Dealer Manager’s internal policies and will maintain for a period of at least six (6) years following the Private Offering Termination Date, information and documents disclosing the basis upon which the determination of suitability was reached as to each investor. Neither the Dealer Manager nor Participating Dealers are responsible for recordkeeping obligations described in Section 6(e) for sales of the Class P-Y Units.
(g) The Dealer Manager shall not hold itself out as representing the Advisor, the Issuer, or any of their affiliates in any way, including in any oral or written communication, or take or fail to take any action, directly or indirectly, which would cause or be reasonably likely to cause a purchaser of the Units, or any other person or entity, to believe that the Dealer Manager (i) is an employee of any of the foregoing; (ii) has the ability to accept, or cause the Issuer to accept, subscriptions for the Units; or (iii) is rendering or will render investment management or advisory services on behalf of the Issuer, Advisor, or their affiliates.
(h) The Dealer Manager will notify the Issuer in writing, prior to any offering of the Units of: (i) any Disqualifying Event relating to any Dealer Manager Covered Person not previously disclosed to the Issuer in accordance with Section 5(f) above. The Dealer Manager will provide certification that it is not subject to a Disqualifying Event (“No Bad Actor Certification”) in the form of Exhibit C hereto. Each Participating Dealer Agreement will require in its agreements with each Participating Distribution Agent Dealer to provide a No Bad Actor Certification in in the form of Exhibit D hereto or provide a substitute in a form reasonably satisfactory to the Issuer.
(i) The Dealer Manager shall require that each Participating Distribution AgentDealers to only offer and sell the Units to persons it reasonably believes, respectivelyon the basis of information obtained from the potential investor concerning the investor’s investment objectives, comply with other investments, financial situation and needs, and any other information known by the submission of orders procedures Dealer Manager or an associated person: (A) is an “accredited investor” as that term is defined in Rule 501(a) under the Securities Act and meets the other investor suitability requirements as may be established by the Issuer and set forth in the applicable Participating Distribution Agreement“Who May Invest” section of the Memorandum; (B) has a fair market net worth sufficient to sustain the risks inherent in an investment in the Issuer, including, but not limited to, total loss of its investment, lack of liquidity, and other risks described in the Memorandum; and (C) is a person for which an investment in the Units are otherwise suitable. Although it is anticipated The Dealer Manager will require at the time of any sale of the Units that the distribution process will be facilitated investor certify the basis underlying the foregoing qualifications. The Issuer may also, in large part through its sole discretion, permit the Participating Distribution Agent, offer and sale of the Units to the extent a certain number of investors that are not accredited investors pursuant to Rule 506(b). Neither the Dealer Manager is involved nor Participating Dealers are responsible for obligations described in this Section 6(i) for sales to potential investors in the distribution process other than through a Class P-Y Units, including responsibility for determining purchasers of the Class P-Y Units are “accredited investors,” as defined in Rule 501(a) under the Securities Act.
(j) The Dealer Manager will, and the Participating Distribution AgentDealer Agreement will require each Participating Dealers to comply with (i) all rules promulgated by FINRA applicable to the Private Offering (collectively, the “FINRA Rules”) and (ii) all relevant foreign laws and regulations when 10739013 v20 soliciting investors in foreign jurisdictions. Pursuant to FINRA Rules, Dealer Manager will conduct due diligence on the Private Offering prior to effectuating any sales of the Units. If applicable, the Dealer Manager will comply make a FINRA Rule 5123 filing with FINRA for the Private Offering and make a copy of such submission of orders proceduresfiling available to the Participating Dealers, the Issuer and the Advisor upon request.
(k) During the Marketing Period (defined below), the Dealer Manager and its affiliates will not, and will require each person desiring not enter into discussions with unaffiliated third parties to, form, organize, sponsor, advise, subadvise, market or distribute any Impact Program (defined below) other than the Issuer. For purposes of this Agreement, (i) “Marketing Period” shall mean the term of effectiveness of this Agreement and (ii) “Impact Program” means any fund, including a direct participation product, limited liability company or partnership that has raised or intends to purchase Shares in raise capital from investors that are obtained through a network of broker-dealers and/or registered investment advisers of the Offering to complete and execute a subscription agreement in the form filed as an appendix to the Prospectus in the form provided by the Company to the Dealer Manager for use in connection with the Offering and to deliver to the Dealer Manager or as otherwise directed by the Dealer Manager such completed and executed subscription agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Subscription agreements and instruments of payment will be transmitted type used by the Dealer Manager to the escrow agent described distribute securities and that invests or intends to invest primarily in the Prospectus impact and subscription agreement for any Offering in which there is a minimum offering contingency described in the Prospectus (“Minimum Offering”) that has not yet been satisfied or, after any such Minimum Offering is satisfied or if no such Minimum Offering is applicable to an Offering, to the Company, as soon as practicable, but in any event by the end of the second business day following receipt by the Dealer Manager. If the Dealer Manager receives a subscription agreement or instrument of payment not conforming to the instructions set forth in the form of Participating Dealer Agreement, the Dealer Manager shall return such subscription agreement impact-related investments and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Instruments of payment of rejected subscribers will be promptly returned to such subscribersstrategies.
Appears in 1 contract
Samples: Dealer Manager Agreement (TriLinc Global Impact Fund LLC)
