Common use of Order Handling Clause in Contracts

Order Handling. A. Intermediary will offer and sell the Shares only in accordance with the terms and conditions of the Prospectus and Intermediary will make no representations not included in the Prospectus or in any authorized supplemental material supplied by Distributor. B. Intermediary understands that the Shares of the Fund will be offered and sold at a price based on the net asset value (“NAV”) next determined after a purchase order is effective plus any applicable sales charge (the “Current Offering Price”), which is in effect at the time the order for such Shares is confirmed and accepted by the Fund or its Transfer Agent. C. All requests for repurchase of Shares of the Fund shall be executed at the NAV as determined on the pricing dated for the repurchase offer and the proceeds of such repurchases shall be reduced by any expenses permitted by Rule 23c-3 under the 1940 Act for repurchase offers, as set forth in the Prospectus or the applicable repurchase offer notice, as the case may be. D. Class Z Shares are available only to certain ‘Eligible Investors” as provided in the Class Z prospectus of the Fund, as amended from time to time. Intermediary agrees to make Class Z Shares available to its customers only with written authorization from the Fund. In connection with any repurchase offer for Shares, Intermediary agrees to deliver or cause to be delivered to each customer to whom such offer is made, a copy of the prospectus offer notice. E. Intermediary expressly acknowledges and understands that the Shares will not be repurchased by the Fund (other than through repurchase offers or tender offers from time to time, if any) and that no secondary market for the Shares exists currently or is expected to develop. Intermediary also expressly acknowledges and agrees that, in the event the customer seeks to cancel his or her order for such Shares after confirmation, such Shares may not be repurchased, remarketed or otherwise disposed of by or through Intermediary. ANY REPRESENTATION AS TO A REPURCHASE OFFER OR A TENDER OFFER BY THE FUND, OTHER THAN THAT WHICH IS SET FORTH IN ITS PROSPECTUS OR THE REPURCHASE OFFER NOTICE, IS EXPRESSLY PROHIBITED. F. The minimum dollar purchase of Shares shall be the applicable minimum amount described in the then current Prospectus and no order for less than such amount will be accepted hereunder. G. All purchase requests and applications submitted by Intermediary are subject to acceptance or rejection in the Fund’s or Distributor’s sole discretion, and, if accepted, each purchase will be deemed to have been consummated at the office of the Fund. H. The Fund reserves the right, at its discretion and without prior notice, to suspend the sale of Shares or withdraw entirely the sale of Shares of the Fund. I. Intermediary agrees that all transactions will be processed through the systems of the National Securities Clearing Corp. (“NSCC”) unless otherwise agreed to between the parties or as instructed by the Transfer Agent. The procedures relating to purchase, redemption or exchange orders and the handling thereof will be subject to the terms of the Prospectus and written and agreed upon instructions received by Intermediary from the Fund or its Transfer Agent from time to time. J. Intermediary agrees that Intermediary will follow all requirements, rules and regulations in connection with Intermediary’s handling of orders for transactions in the Shares, including, without limitation, Rule 22c-1(a) under the 1940 Act and as required by FINRA Rules 2010 and 2020. K. Intermediary understands and agrees that, if any Shares sold under this Agreement are repurchased by the Fund or a repurchase request is submitted to the Fund within seven (7) “Business Days” (i.e., a day that the applicable Fund is open for business) after the date of confirmation of the initial purchase of such Shares, Intermediary shall forfeit and repay to the Distributor any portion of a sales charge “reallowed” by the Fund to Intermediary with respect to such Shares. L. Intermediary will not present any conditional purchase orders, and Intermediary understands that no conditional orders will be accepted by the Fund or its agents. Intermediary agrees that purchase orders placed by Intermediary will be made only for the purpose of covering purchase orders already received from Intermediary’s customers and that Intermediary will not make purchases for any securities dealer or broker. M. Intermediary further agrees that Intermediary will comply with the terms of the then current Prospectus with respect to the purchase, repurchase and exchange of Shares, including any market-timing and late trading policies applicable to the Shares. Intermediary further represents and warrants that Intermediary maintains, and will continue to maintain during the term of this Agreement, internal policies and procedures which Intermediary believes are appropriate and sufficient with regard to the appropriate order handling of the Shares. N. For trades placed manually, payment for purchases of Shares made by wire order from Intermediary shall be made directly to the Fund’s Transfer Agent, as per the Prospectus instructions, in an amount equal to the Current Offering Price per Share being purchased without deduction for Intermediary’s agency commission, if any. If such payment is not received at the customary or required time for settlement of the transaction, Intermediary understands that the Fund reserves the right, without notice, forthwith, to cancel the sale, in which case Intermediary may be held responsible for any reasonable loss, including loss of profit, and expense suffered by the Fund or Distributor resulting from Intermediary’s failure to make the aforesaid payment. O. On the settlement date of each transaction, Intermediary on behalf of Intermediary’s customers will remit the full purchase price, and Intermediary’s customer will be credited with an investment in the Shares of the Fund equal to such purchase price. Intermediary’s agency commission, if any, shall be payable on at least a monthly basis. P. Intermediary further agrees to obtain from each customer to whom Intermediary sells Shares any taxpayer identification number certification required by Section 3406 of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder. Q. Intermediary further agrees that it will place orders immediately upon their receipt and will not withhold any order so as to profit therefrom; provided, however, that the foregoing shall not prevent the purchase of Shares by Intermediary for Intermediary’s own bona fide investment.

Appears in 7 contracts

Samples: Selling Agreement (Nexpoint Event-Driven Fund), Selling Agreement (Nexpoint Opportunistic Credit Fund), Selling Agreement (Nexpoint Opportunistic Credit Fund)

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Order Handling. A. Intermediary will offer and sell the Shares only in accordance with the terms and conditions of the applicable Prospectus and Intermediary will make no representations not included in the such Prospectus or in any authorized supplemental material supplied by Distributor. B. Intermediary understands that the Shares of the Fund Funds will be offered and sold at a price based on the net asset value (“NAV”) next determined after a purchase order is effective plus any applicable sales charge (the “Current Offering Price”), which is in effect at the time the order for such Shares is confirmed and accepted by the applicable Fund or its Transfer Agent. C. All orders for redemption of any Shares of an open-end Fund shall be executed at the NAV per Share minus any applicable sales charge as described in the Prospectus. D. All requests for repurchase of Shares of the a closed-end Fund shall be executed at the NAV as determined on the pricing dated for the repurchase offer and the proceeds of such repurchases shall be reduced by any expenses permitted by Rule 23c-3 under the 1940 Act for repurchase offers, as set forth in the Prospectus of the Fund or the applicable repurchase offer notice, as the case may be. D. E. Class Z Shares are available only to certain ‘Eligible Investors” as provided in the Class Z prospectus of the each Fund, as amended from time to time. Intermediary agrees to only make Class Z Shares available to its customers only with written authorization from the Fund. In connection with any repurchase offer for SharesShares of a closed-end Fund, Intermediary agrees to deliver or cause to be delivered to each customer to whom such offer is made, a copy of the prospectus offer notice. E. F. Intermediary expressly acknowledges and understands that the Shares of any closed-end Fund will not be repurchased by the respective closed-end Fund (other than through repurchase offers or tender offers from time to time, if any) and that no secondary market for the Shares of any such closed-end Fund exists currently or is expected to develop. Intermediary also expressly acknowledges and agrees that, in the event the customer seeks to cancel cancels his or her order for such Shares after confirmation, such Shares may not be repurchased, remarketed or otherwise disposed of by or through Intermediary. ANY REPRESENTATION AS TO A REPURCHASE OFFER OR A TENDER OFFER BY THE A CLOSED-END FUND, OTHER THAN THAT WHICH IS SET FORTH IN ITS PROSPECTUS OR THE REPURCHASE OFFER NOTICE, IS EXPRESSLY PROHIBITED. F. G. The minimum dollar purchase of Shares shall be the applicable minimum amount described in the then current applicable Prospectus and no order for less than such amount will be accepted hereunder. G. H. All purchase requests and applications submitted by Intermediary are subject to acceptance or rejection in the each Fund’s or Distributor’s sole discretion, and, if accepted, each purchase will be deemed to have been consummated at the office of the Fund. H. The I. Each Fund reserves the right, at its discretion and without prior notice, to suspend the sale of Shares or withdraw entirely the sale of Shares of the Fund. I. J. Intermediary agrees that all transactions will be processed through the systems of the National Securities Clearing Corp. (“NSCC”) unless otherwise agreed to between the parties or as instructed by the Transfer Agent. The procedures relating to purchase, redemption or exchange orders and the handling thereof will be subject to the terms of the Prospectus and written and agreed upon instructions received by Intermediary from the a Fund or its the Fund’s Transfer Agent from time to time. J. K. Intermediary agrees that Intermediary will follow all requirements, rules and regulations in connection with Intermediary’s handling of orders for transactions in the Shares, including, without limitation, Rule 22c-1(a) under the 1940 Act and as required by FINRA Rules 2010 and 2020. K. L. Intermediary understands and agrees that, if any Shares sold under this Agreement are redeemed or repurchased by the a Fund or a repurchase request is submitted to the Fund are tendered for redemption within seven (7) “Business Days” (i.e., a day that the applicable Fund is open for business) after the date of confirmation of the initial purchase of such Shares, Intermediary shall forfeit and repay to the Distributor any portion of a sales charge “reallowed” by the Fund to Intermediary with respect to such Shares. L. M. Intermediary will not present any conditional purchase orders, and Intermediary understands that no conditional orders will be accepted by the any Fund or its agents. Intermediary agrees that purchase orders placed by Intermediary will be made only for the purpose of covering purchase orders already received from Intermediary’s customers and that Intermediary will not make purchases for any securities dealer or broker. M. N. Intermediary further agrees that Intermediary will comply with the terms of the then current Prospectus of each Fund with respect to the purchase, repurchase redemption and exchange of Shares, including any market-timing and late trading policies applicable to the Shares. Intermediary further represents and warrants that Intermediary maintains, and will continue to maintain during the term of this Agreement, internal policies and procedures which Intermediary believes are appropriate and sufficient with regard to the appropriate order handling of the Fund Shares. N. O. For trades placed manually, payment for purchases of Shares made by wire order from Intermediary shall be made directly to the a Fund’s Transfer Agent, as per the Prospectus instructions, in an amount equal to the Current Offering Price per Share being purchased without deduction for Intermediary’s agency commission, if any. If such payment is not received at the customary or required time for settlement of the transaction, Intermediary understands that the each Fund reserves the right, without notice, forthwith, to cancel the sale, in which case Intermediary may be held responsible for any reasonable loss, including loss of profit, and expense suffered by the Fund or Distributor resulting from Intermediary’s failure to make the aforesaid payment. O. P. On the settlement date of each transaction, Intermediary on behalf of Intermediary’s customers will remit the full purchase price, and Intermediary’s customer will be credited with an investment in the Shares of the Fund equal to such purchase price. Intermediary’s agency commission, if any, shall be payable on at least a monthly basis. P. Q. Intermediary further agrees to obtain from each customer to whom Intermediary sells Shares any taxpayer identification number certification required by Section 3406 of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder. Q. R. Intermediary further agrees that it will place orders immediately upon their receipt and will not withhold any order so as to profit therefrom; provided, however, that the foregoing shall not prevent the purchase of Shares by Intermediary for Intermediary’s own bona fide investment.

Appears in 5 contracts

Samples: Selling and/or Services Agreement (Highland Global Allocation Fund), Selling and/or Services Agreement (Highland Global Allocation Fund Ii), Selling and/or Services Agreement (Highland Floating Rate Opportunities Fund Ii)

Order Handling. A. Intermediary will offer and sell the Shares only in accordance with the terms and conditions of the current Prospectus and Statement of Additional Information (“SAI”) and Intermediary will make no representations not included in the said Prospectus or SAI or in any authorized supplemental material supplied by Distributor. B. Intermediary understands that the Shares of the Fund Funds will be offered and sold at a price based on the net asset value (“NAV”) next determined after a purchase order is effective plus any applicable sales charge (the “Current Offering Price”), which is in effect at the time the order for such Shares is confirmed and accepted by the Fund Trust or its Transfer Agent. C. All requests orders for repurchase redemption of any Shares of the Fund shall be executed at the NAV net asset value per Share minus any applicable sales charge as determined on the pricing dated for the repurchase offer and the proceeds of such repurchases shall be reduced by any expenses permitted by Rule 23c-3 under the 1940 Act for repurchase offers, as set forth described in the Prospectus or the applicable repurchase offer notice, as the case may beProspectus. D. Class Z Shares are available only to certain ‘Eligible Investors” as provided in the Class Z prospectus of the Fund, as amended from time to time. Intermediary agrees to make Class Z Shares available to its customers only with written authorization from the Fund. In connection with any repurchase offer for Shares, Intermediary agrees to deliver or cause to be delivered to each customer to whom such offer is made, a copy of the prospectus offer notice. E. Intermediary expressly acknowledges and understands that the Shares will not be repurchased by the Fund (other than through repurchase offers or tender offers from time to time, if any) and that no secondary market for the Shares exists currently or is expected to develop. Intermediary also expressly acknowledges and agrees that, in the event the customer seeks to cancel his or her order for such Shares after confirmation, such Shares may not be repurchased, remarketed or otherwise disposed of by or through Intermediary. ANY REPRESENTATION AS TO A REPURCHASE OFFER OR A TENDER OFFER BY THE FUND, OTHER THAN THAT WHICH IS SET FORTH IN ITS PROSPECTUS OR THE REPURCHASE OFFER NOTICE, IS EXPRESSLY PROHIBITED. F. The minimum dollar purchase of Shares shall be the applicable minimum amount described in the then current applicable Prospectus and no order for less than such amount will be accepted hereunder. G. E. All purchase requests and applications submitted by Intermediary are subject to acceptance or rejection in the Fund’s or DistributorTrust’s sole discretion, and, if accepted, each purchase will be deemed to have been consummated at the office of the FundTrust. H. F. The Fund Trust reserves the right, at its discretion and without prior notice, to suspend the sale of Shares or withdraw entirely the sale of Shares of the a Fund. I. G. Intermediary agrees that all transactions will be processed through the systems of the National Securities Clearing Corp. (“NSCC”) unless otherwise agreed to between the parties or as instructed by the Transfer Agent. The procedures relating to purchase, redemption or exchange orders and the handling thereof will be subject to the terms of the Prospectus and written and agreed upon instructions received by Intermediary from the Fund Trust or its the Transfer Agent from time to time. J. H. Intermediary agrees that Intermediary will follow all requirements, rules and regulations in connection with Intermediary’s handling of orders for transactions in the Shares, including, without limitation, Rule 22c-1(a) under the 1940 Act and as required by FINRA Rules 2010 and 2020. K. I. Intermediary understands and agrees that, if any Shares sold under this Agreement are redeemed or repurchased by the a Fund or a repurchase request is submitted to the Fund are tendered for redemption within seven (7) “Business Days” (i.e., a day that the applicable Fund is open for business) business days after the date of confirmation of the initial purchase of such Shares, Intermediary shall forfeit and repay to the Distributor any portion of a sales charge “reallowed” re-allowed by the Fund to Intermediary with respect to such Shares. L. J. Intermediary will not present any conditional purchase orders, and Intermediary understands that no conditional orders will be accepted by the Trust, any Fund or its agents. Intermediary agrees that purchase orders placed by Intermediary will be made only for the purpose of covering purchase orders already received from Intermediary’s customers and that Intermediary will not make purchases for any securities dealer or broker. M. K. Intermediary further agrees that Intermediary will comply with the terms of the then current Prospectus of the Fund with respect to the purchase, repurchase redemption and exchange of Shares, including any market-timing and late trading policies applicable to the Shares. Intermediary further represents and warrants that Intermediary maintains, and will continue to maintain during the term of this Agreement, internal policies and procedures which Intermediary believes are appropriate and sufficient with regard to the appropriate order handling of the Fund Shares. N. L. For trades placed manually, payment for purchases of Shares made by wire order from Intermediary shall be made directly to the FundTrust’s Transfer Agent, as per the Prospectus instructions, in an amount equal to the Current Offering Price per Share being purchased without deduction for Intermediary’s agency commission, if any. If such payment is not received at the customary or required time for settlement of the transaction, Intermediary understands that the Fund reserves the right, without notice, forthwith, to cancel the sale, in which case Intermediary may be held responsible for any reasonable loss, including loss of profit, and expense suffered by the Fund or Distributor resulting from Intermediary’s failure to make the aforesaid payment. O. M. On the settlement date of each transaction, Intermediary on behalf of Intermediary’s customers will remit the full purchase price, and Intermediary’s customer will be credited with an investment in the Shares of the Fund equal to such purchase price. Intermediary’s agency commission, if any, shall be payable on at least a monthly basis. P. N. Intermediary further agrees to obtain from each customer to whom Intermediary sells Shares any taxpayer identification number certification required by Section 3406 of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder. Q. O. Intermediary further agrees that it will place orders immediately upon their receipt and will not withhold any order so as to profit therefrom; provided, however, that the foregoing shall not prevent the purchase of Shares by Intermediary for Intermediary’s own bona fide investment.

Appears in 4 contracts

Samples: Underwriting Agreement (Matthews International Funds), Underwriting Agreement (Matthews International Funds), Underwriting Agreement (Bennett Global Funds)

Order Handling. A. Intermediary will offer and sell the Shares only in accordance with I understand that, subject to the terms and conditions of an Order, the Prospectus and Intermediary will make no representations not included method of execution of each Order is in the Prospectus sole discretion of GTN Asia. If I do not specifically request that my Orders be routed to a particular Financial Market venue to which GTN Asia has access, Orders that are accepted by GTN Asia will be transmitted to the appropriate exchange or other Financial Market (as determined in good faith by GTN Asia ) for placement and execution or may result in an internal crossing transaction (where GTN Asia or the relevant executing broker matches a buy order generated by one client with a sell order generated by another client, without passing the orders to a Financial Market or other external trading venue for execution) or in any authorized supplemental material supplied by Distributor. B. Intermediary understands that a principal trade (where GTN Asia or the Shares relevant executing broker takes the other side of the Fund will be offered trade) being entered into between me or the relevant clearing broker. Further, to the above I agree to GTN Asia internal crossing of transaction under Omnibus account wherein the orders for buy and sold at a price based on the net asset value (“NAV”sell received from other Client(s) next determined after a purchase order is effective plus any applicable sales charge (the “Current Offering Price”), which is in effect of GTN Asia at the time same price may be matched internally against my/our order without relaying the order for such Shares is confirmed and accepted by to the Fund or its Transfer Agent. C. All requests for repurchase of Shares of the Fund shall be executed at the NAV as determined on the pricing dated for the repurchase offer and the proceeds of such repurchases shall be reduced by any expenses permitted by Rule 23c-3 under the 1940 Act for repurchase offers, as set forth in the Prospectus or the applicable repurchase offer notice, as the case may be. D. Class Z Shares are available only to certain ‘Eligible Investors” as provided in the Class Z prospectus of the Fund, as amended from time to timemarket. Intermediary agrees to make Class Z Shares available to its customers only with written authorization from the Fund. In connection with any repurchase offer for Shares, Intermediary agrees to deliver or cause to be delivered to each customer to whom such offer is made, a copy of the prospectus offer notice. E. Intermediary expressly acknowledges and understands that the Shares will not be repurchased by the Fund (other than through repurchase offers or tender offers from time to time, if any) and that no secondary market for the Shares exists currently or is expected to develop. Intermediary also expressly acknowledges and agrees that, This would apply in the event the customer seeks to cancel his or her order for GTN Asia feels that such Shares after confirmation, such Shares orders may not be repurchasedrecognized by a stock exchange and there is a possibility that the orders get rejected. In all such cases of internal crossing of orders, remarketed or otherwise disposed GTN Asia provides me/us as Account Holders with fast execution of by or through Intermediaryan order as against obtaining the best possible result for the order. ANY REPRESENTATION AS TO A REPURCHASE OFFER OR A TENDER OFFER BY THE FUNDCertain Orders, OTHER THAN THAT WHICH IS SET FORTH IN ITS PROSPECTUS OR THE REPURCHASE OFFER NOTICE, IS EXPRESSLY PROHIBITED. F. The minimum dollar purchase of Shares shall be the applicable minimum amount described in the then current Prospectus and no order for less than such amount will be accepted hereunder. G. All purchase requests and applications submitted by Intermediary are subject to acceptance or rejection in the Fund’s or Distributorat GTN Asia’s sole discretion, and, if accepted, each purchase will be deemed to have been consummated at the office of the Fund. H. The Fund reserves the right, at its discretion and without prior notice, to suspend the sale of Shares or withdraw entirely the sale of Shares of the Fund. I. Intermediary agrees that all transactions will be processed through the systems of the National Securities Clearing Corp. (“NSCC”) unless otherwise agreed to between the parties or as instructed by the Transfer Agent. The procedures relating to purchase, redemption or exchange orders and the handling thereof will may be subject to manual review and entry, which may cause delays in the terms execution of the Prospectus my Orders and written and agreed upon instructions received by Intermediary may cause my Orders to be executed at prices that are significantly different from the Fund price quotes I obtained when I entered my Order. GTN Asia reserves the right in its sole discretion to decline to accept any Order or to change its Transfer Agent from time to time. J. Intermediary agrees that Intermediary will follow all requirements, rules and regulations in connection with Intermediary’s handling of orders for transactions in the Shares, including, without limitation, Rule 22c-1(a) under the 1940 Act and as required by FINRA Rules 2010 and 2020. K. Intermediary understands and agrees that, if any Shares sold under this Agreement are repurchased by the Fund or a repurchase request is submitted to the Fund within seven (7) “Business Days” (i.e., a day that the applicable Fund is open for business) after the date of confirmation of the initial purchase of such Shares, Intermediary shall forfeit and repay to the Distributor any portion of a sales charge “reallowed” by the Fund to Intermediary requirements with respect to such Shares. L. Intermediary will not present any conditional purchase orders, stop or stop-limit Orders for securities or classes of securities without advance notice. I authorize GTN Asia to submit my Orders jointly with other Orders for other customers and Intermediary understands I acknowledge that no conditional orders the average price for executions resulting from aggregated Orders will be accepted assigned to my Trading Account. I understand that order aggregation may operate to my advantage or disadvantage on individual trades, but that GTN Asia will seek to ensure that order aggregation will not, on average, result in its customers as a whole being disadvantaged. On request, GTN Asia will make available the underlying records reflecting the actual Transaction prices. Purchases. I promise to pay for all Securities and/or Other Property purchased in my Trading Account by addition of the Fund appropriate cash amount on or its agentsbefore the Settlement Date. Intermediary agrees that purchase orders placed by Intermediary will be made only Except for conditional offers for the purpose purchase of covering purchase orders already received from Intermediary’s customers and new issues, GTN Asia reserves the right to require that Intermediary will not make purchases for any securities dealer or broker. M. Intermediary further agrees that Intermediary will comply with the terms of the then current Prospectus with respect to the purchase, repurchase and exchange of Shares, including any market-timing and late trading policies applicable to the Shares. Intermediary further represents and warrants that Intermediary maintains, and will continue to maintain during the term of this Agreement, internal policies and procedures which Intermediary believes are appropriate and sufficient with regard to the appropriate order handling of the Shares. N. For trades placed manually, payment for purchases of Shares made by wire order from Intermediary shall be made directly to the Fund’s Transfer Agent, as per the Prospectus instructions, my Trading Account contains funds in an amount equal to or greater than the Current Offering Price per Share being purchased without deduction purchase price of the securities prior to the trade date. I am responsible for Intermediary’s agency commissionmy Orders, if anyincluding any Order that may exceed the amount of funds available in my Trading Account, and I will not rely on GTN Asia to reject Order(s) that exceed my purchasing power. If such full funds are not available in the Trading Account and my Order is processed, I must promptly deliver payment to GTN Asia for receipt on or before the Settlement Date. If payment is not received by the Settlement Date, or as Financial Markets conditions warrant at any time before or after settlement, GTN Asia may in its sole discretion liquidate and close out any or all Securities and/or Other Property in the Trading Account initiating the Transaction to satisfy my payment obligation, without prior notice and without regard for any previous demand or agreement concerning the time for payment. GTN Asia may otherwise liquidate Securities and/or Other Property in one Trading Account to satisfy a payment obligation in another Trading Account. In the event that Securities or Other Property held in one or more of my Trading Accounts are liquidated in accordance with this clause, I will be liable for any Losses incurred by GTN Asia and GTN Asia shall not be responsible for any Losses (including, for the avoidance of doubt, lost profits) that I may incur as a result of the liquidation. Sales. I promise to deliver all Securities and/or Other Property sold in my Trading Account and to provide collateral of a type and amount acceptable to GTN Asia in my Trading Account. GTN Asia generally requires that Securities and/or Other Property be held in a Trading Account prior to the acceptance of a sell Order with respect to such Securities and/or Other Property unless the Order is specifically designated as a "short sale." If Securities and/or Other Property is not held in my Trading Account and a sell Order is processed, I must promptly deliver such Securities and/or Other Property to GTN Asia for receipt in good deliverable form on or before the Settlement Date. Any Order accepted without negotiable certificates or positions in the Trading Account will be subject, at GTN Asia’s sole discretion, to cancellation or buy-in. To help ensure this will not occur, I agree that I will place sell Orders only for Securities and/or Other Property owned by me and held in my Trading Account at the customary time my Order is placed. Proceeds of a sale will not be paid to me or required time for released into my Trading Account until GTN Asia has received the Securities and/or Other Property in good deliverable form, whether from a transfer agent or from me and the settlement of the transactionSecurities and/or Other Property is complete. If the Securities are not received on or before the Settlement Date, Intermediary understands or as Financial Markets conditions warrant, GTN Asia may in its sole discretion purchase the Securities on the open Financial Markets for my Trading Account and may liquidate and close out any or all Securities and/or Other Property in any Trading Account in order to pay for such purchase ("buy-in"). In the event that the Fund reserves the rightSecurities and/or Other Property are bought-in, without notice, forthwith, to cancel the sale, in which case Intermediary may I will be held responsible for any reasonable loss, including loss of profit, and expense suffered all resulting Claims or Losses incurred by the Fund or Distributor resulting from Intermediary’s failure to make the aforesaid paymentGTN Asia. O. On the settlement date of each transaction, Intermediary on behalf of Intermediary’s customers will remit the full purchase price, and Intermediary’s customer will be credited with an investment in the Shares of the Fund equal to such purchase price. Intermediary’s agency commission, if any, shall be payable on at least a monthly basis. P. Intermediary further agrees to obtain from each customer to whom Intermediary sells Shares any taxpayer identification number certification required by Section 3406 of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder. Q. Intermediary further agrees that it will place orders immediately upon their receipt and will not withhold any order so as to profit therefrom; provided, however, that the foregoing shall not prevent the purchase of Shares by Intermediary for Intermediary’s own bona fide investment.

Appears in 2 contracts

Samples: Trading Services Customer Agreement, Trading Services Customer Agreement

Order Handling. A. Intermediary will offer and sell the Shares only in accordance with the terms and conditions of the current Prospectus and Statement of Additional Information (“SAI”) and Intermediary will make no representations not included in the said Prospectus or SAI or in any authorized supplemental material supplied by Distributor. B. Intermediary understands that the Shares of the Fund Funds will be offered and sold at a price based on the net asset value (“NAV”) next determined after a purchase order is effective plus any applicable sales charge (the “Current Offering Price”), which is in effect at the time the order for such Shares is confirmed and accepted by the each Fund or its Transfer Agent. C. All requests orders for repurchase redemption of any Shares of the Fund shall be executed at the NAV net asset value per Share minus any applicable sales charge or redemption fee as determined on the pricing dated for the repurchase offer and the proceeds of such repurchases shall be reduced by any expenses permitted by Rule 23c-3 under the 1940 Act for repurchase offers, as set forth described in the Prospectus or the applicable repurchase offer notice, as the case may beProspectus. D. Class Z Shares are available only to certain ‘Eligible Investors” as provided in the Class Z prospectus of the Fund, as amended from time to time. Intermediary agrees to make Class Z Shares available to its customers only with written authorization from the Fund. In connection with any repurchase offer for Shares, Intermediary agrees to deliver or cause to be delivered to each customer to whom such offer is made, a copy of the prospectus offer notice. E. Intermediary expressly acknowledges and understands that the Shares will not be repurchased by the Fund (other than through repurchase offers or tender offers from time to time, if any) and that no secondary market for the Shares exists currently or is expected to develop. Intermediary also expressly acknowledges and agrees that, in the event the customer seeks to cancel his or her order for such Shares after confirmation, such Shares may not be repurchased, remarketed or otherwise disposed of by or through Intermediary. ANY REPRESENTATION AS TO A REPURCHASE OFFER OR A TENDER OFFER BY THE FUND, OTHER THAN THAT WHICH IS SET FORTH IN ITS PROSPECTUS OR THE REPURCHASE OFFER NOTICE, IS EXPRESSLY PROHIBITED. F. The minimum dollar purchase of Shares shall be the applicable minimum amount described in the then current applicable Prospectus and no order for less than such amount will be accepted hereunder. G. E. All purchase requests and applications submitted by Intermediary are subject to acceptance or rejection in the each Fund’s or Distributor’s sole discretion, and, if accepted, each purchase will be deemed to have been consummated at the office of the Fund. H. The F. Each Fund reserves the right, at its discretion and without prior notice, to suspend the sale of Shares or withdraw entirely the sale of Shares of the Fund;. I. G. Intermediary agrees that all transactions will be processed through the systems of the National Securities Clearing Corp. (“NSCC”) unless otherwise agreed to between the parties or as instructed by the Transfer Agent. The procedures relating to purchase, redemption or exchange orders and the handling thereof will be subject to the terms of the Prospectus and written and agreed upon instructions received by Intermediary from the a Fund or its the Fund’s Transfer Agent from time to time. J. H. Intermediary agrees that Intermediary will follow all requirements, rules and regulations in connection with Intermediary’s handling of orders for transactions in the Shares, including, without limitation, Rule 22c-1(a) under the 1940 Act and as required by FINRA Rules 2010 and 2020. K. I. Intermediary understands and agrees that, if any Shares sold under this Agreement are redeemed or repurchased by the a Fund or a repurchase request is submitted to the Fund are tendered for redemption within seven (7) “Business Days” (i.e., a day that the applicable Fund is open for business) business days after the date of confirmation of the initial purchase of such Shares, Intermediary shall forfeit and repay to the Distributor any portion of a sales charge “reallowed” re-allowed by the Fund to Intermediary with respect to such Shares. L. J. Intermediary will not present any conditional purchase orders, and Intermediary understands that no conditional orders will be accepted by the any Fund or its agents. Intermediary agrees that purchase orders placed by Intermediary will be made only for the purpose of covering purchase orders already received from Intermediary’s customers and that Intermediary will not make purchases for any securities dealer or broker. M. K. Intermediary further agrees that Intermediary will comply with the terms of the then current Prospectus of each Fund with respect to the purchase, repurchase redemption and exchange of Shares, including any market-timing and late trading policies applicable to the Shares. Intermediary further represents and warrants that Intermediary maintains, and will continue to maintain during the term of this Agreement, internal policies and procedures which Intermediary believes are appropriate and sufficient with regard to the appropriate order handling of the Fund Shares. N. L. For trades placed manually, payment for purchases of Shares made by wire order from Intermediary shall be made directly to the a Fund’s Transfer Agent, as per the Prospectus instructions, in an amount equal to the Current Offering Price per Share being purchased without deduction for Intermediary’s agency commission, if any. If such payment is not received at the customary or required time for settlement of the transaction, Intermediary understands that the each Fund reserves the right, without notice, forthwith, to cancel the sale, in which case Intermediary may be held responsible for any reasonable loss, including loss of profit, and expense suffered by the Fund or Distributor resulting from Intermediary’s failure to make the aforesaid payment. O. M. On the settlement date of each transaction, Intermediary on behalf of Intermediary’s customers will remit the full purchase price, and Intermediary’s customer will be credited with an investment in the Shares of the Fund equal to such purchase price. Intermediary’s agency commission, if any, shall be payable on at least a monthly basis. P. N. Intermediary further agrees to obtain from each customer to whom Intermediary sells Shares any taxpayer identification number certification required by Section 3406 of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder. Q. O. Intermediary further agrees that it will place orders immediately upon their receipt and will not withhold any order so as to profit therefrom; provided, however, that the foregoing shall not prevent the purchase of Shares by Intermediary for Intermediary’s own bona fide investment.

Appears in 2 contracts

Samples: Underwriting Agreement (Stratton Funds, Inc.), Underwriting Agreement (Stratton Multi-Cap Fund, Inc.)

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Order Handling. A. Intermediary will (a) Dealer shall offer and sell the Shares only in accordance with the terms and conditions of the Prospectus and Intermediary SAI. Dealer agrees that all orders placed by Dealer for Share purchases, redemptions or repurchases will make no representations be submitted directly to the Fund or its Transfer Agent and not included in the Prospectus or in any authorized supplemental material supplied by Distributorthrough AAM. B. Intermediary (b) Dealer understands and agrees that the Shares of the Fund will be offered and sold at a price based on the net asset value (“NAV”) next determined after a purchase order is effective plus any applicable sales charge (the “Current Offering Price”), which is in effect at the time the order for such Shares is confirmed and accepted by the Fund or its Transfer Agent. C. (c) All requests orders for redemption or repurchase of any Shares of the Fund shall be executed at the NAV net asset value per Share minus any applicable sales charge or redemption fee as determined on the pricing dated for the repurchase offer and the proceeds of such repurchases shall be reduced by any expenses permitted by Rule 23c-3 under the 1940 Act for repurchase offers, as set forth described in the Prospectus or the applicable repurchase offer notice, as the case may beProspectus. D. Class Z Shares are available only to certain ‘Eligible Investors” as provided in the Class Z prospectus of the Fund, as amended from time to time. Intermediary agrees to make Class Z Shares available to its customers only with written authorization from the Fund. In connection with any repurchase offer for Shares, Intermediary agrees to deliver or cause to be delivered to each customer to whom such offer is made, a copy of the prospectus offer notice. E. Intermediary expressly acknowledges and understands that the Shares will not be repurchased by the Fund (other than through repurchase offers or tender offers from time to time, if anyd) and that no secondary market for the Shares exists currently or is expected to develop. Intermediary also expressly acknowledges and agrees that, in the event the customer seeks to cancel his or her order for such Shares after confirmation, such Shares may not be repurchased, remarketed or otherwise disposed of by or through Intermediary. ANY REPRESENTATION AS TO A REPURCHASE OFFER OR A TENDER OFFER BY THE FUND, OTHER THAN THAT WHICH IS SET FORTH IN ITS PROSPECTUS OR THE REPURCHASE OFFER NOTICE, IS EXPRESSLY PROHIBITED. F. The minimum dollar purchase of Shares shall be the applicable minimum amount described in the then current Prospectus and no order for less than such amount will be accepted hereunderby the Fund. G. (e) All purchase requests and applications submitted by Intermediary Dealer are subject to acceptance or rejection in the Fund’s or Distributor’s sole discretion, and, if accepted, each purchase will be deemed to have been consummated at the office of the Fund. H. (f) The Fund reserves the right, at its discretion and without prior notice, to suspend the sale of Shares or withdraw entirely the sale of Shares of the FundShares. I. Intermediary (g) Dealer agrees that all transactions will be processed through the systems of the National Securities Clearing Corp. (“NSCC”) unless otherwise agreed to between the parties Parties or as instructed by the Transfer Agent. The procedures relating to purchase, redemption redemption, repurchase or exchange orders and the handling thereof will be subject to the terms of the Prospectus and written and agreed upon any instructions received by Intermediary from the Fund or its the Transfer Agent from time to timeAgent. J. Intermediary (h) Dealer agrees that Intermediary it will follow comply with all requirementslaws, rules and regulations in connection with IntermediaryDealer’s handling of orders for transactions in the Shares, including, without limitation, Rule 22c-1(a) under laws, rules and regulations applicable to the 1940 Act and as required by FINRA Rules 2010 and 2020offering or sale of investment company shares. K. Intermediary understands and (i) Dealer agrees that, if any Shares sold under this Agreement are repurchased by the Fund or a repurchase request is submitted to the Fund within seven (7) “Business Days” (i.e., a day that the applicable Fund is open for business) after the date of confirmation of the initial purchase of such Shares, Intermediary shall forfeit and repay to the Distributor any portion of a sales charge “reallowed” by the Fund to Intermediary with respect to such Shares. L. Intermediary it will not present any conditional purchase ordersorders for Shares, and Intermediary Dealer understands that no conditional orders will be accepted by the Fund or its agents. Intermediary . (j) Dealer agrees that purchase orders placed by Intermediary will be made only for the purpose of covering purchase orders already received from Intermediary’s customers and that Intermediary it will not make purchases withhold placing orders for any securities dealer or brokerShares so as to profit Dealer as a result of such withholding. M. Intermediary further agrees that Intermediary will comply with the terms of the then current Prospectus with respect to the purchase, repurchase and exchange of Shares, including any market-timing and late trading policies applicable to the Shares. Intermediary further represents and warrants that Intermediary maintains, and will continue to maintain during the term of this Agreement, internal policies and procedures which Intermediary believes are appropriate and sufficient with regard to the appropriate order handling of the Shares. N. (k) For trades placed manually, payment for purchases of Shares made by wire order from Intermediary Dealer shall be made directly to the Fund’s Transfer Agent, as per the Prospectus instructions, in an amount equal to the Current Offering Price per Share being purchased without deduction for IntermediaryDealer’s agency commissioncommission or any other compensation, if any. If such payment is not received at the customary or required time for settlement of the transaction, Intermediary Dealer understands that the Fund reserves the right, without notice, forthwith, to cancel the sale, in which case Intermediary Dealer may be held responsible for any reasonable loss, including loss of profit, and expense suffered by the Fund Fund, AAM or Distributor the Underwriter resulting from IntermediaryDealer’s failure to make the aforesaid payment. O. (l) On the settlement date of each transaction, Intermediary Dealer on behalf of Intermediary’s customers Customers will remit the full purchase price, and Intermediary’s customer the Customer will be credited with an investment in the Shares of the Fund equal to such purchase price. Intermediary’s agency commission, if any, shall be payable on at least a monthly basis. P. Intermediary further (m) Dealer agrees to obtain from each customer Customer to whom Intermediary Dealer sells Shares any taxpayer identification number certification required by Section 3406 of the Internal Revenue Code of 1986, as amended (the “Code”)amended, and the regulations promulgated thereunder. Q. Intermediary further (n) Dealer agrees to obtain, verify, and record information that it will place orders immediately upon their receipt identifies each purchaser of Shares who opens an account with Dealer, including, without limitation, each such purchaser’s name, address and will not withhold any order so as to profit therefrom; providedtaxpayer identification number or other government-issued identification number and, howeverif such party is a natural person, that the foregoing shall not prevent the purchase party’s date of Shares by Intermediary for Intermediary’s own bona fide investmentbirth.

Appears in 2 contracts

Samples: Underwriting Agreement (Versus Global Multi-Manager Real Estate Income Fund LLC), Distribution Agreement (Versus Global Multi-Manager Real Estate Income Fund LLC)

Order Handling. A. Intermediary will offer and sell the Shares only in accordance with the terms and conditions of the Prospectus and Intermediary will make no representations not included in the Prospectus or in any authorized supplemental material supplied by Distributor. B. Intermediary understands that the Shares of the Fund will be offered and sold at at a price based on the net asset value (“NAV”) next determined after a purchase order is effective plus any applicable sales charge (the “Current Offering Price”), which is in effect at the time the order for such Shares is confirmed and accepted by the Fund or its Transfer Agent. C. All requests for repurchase of Shares of the Fund shall be executed at the NAV as determined on the pricing dated for the repurchase offer and the proceeds of such repurchases shall be reduced by any expenses permitted by Rule 23c-3 under the 1940 Act for repurchase offers, as set forth in the Prospectus or the applicable repurchase offer notice, as the case may be. D. Class Z Shares are available only to certain ‘Eligible Investors” as provided in the Class Z prospectus of the Fund, as amended from time to time. Intermediary agrees to make Class Z Shares available to its customers only with written authorization from the Fund. In connection with any repurchase offer for Shares, Intermediary agrees to deliver or cause to be delivered to each customer to whom such offer is made, a copy of the prospectus offer notice. E. Intermediary expressly acknowledges and understands that the Shares will not be repurchased by the Fund (other than through repurchase offers or tender offers from time to time, if any) and that no secondary market for the Shares exists currently or is expected to develop. Intermediary also expressly acknowledges and agrees that, in the event the customer seeks to cancel his or her order for such Shares after confirmation, such Shares may not be repurchased, remarketed or otherwise disposed of by or through Intermediary. ANY REPRESENTATION AS TO A REPURCHASE OFFER OR A TENDER OFFER BY THE FUND, OTHER THAN THAT WHICH IS SET FORTH IN ITS PROSPECTUS OR THE REPURCHASE OFFER NOTICE, IS EXPRESSLY PROHIBITED. F. The minimum dollar purchase of Shares shall be the applicable minimum amount described in the then current Prospectus and no order for less than such amount will be accepted hereunder. G. All purchase requests and applications submitted by Intermediary are subject to acceptance or rejection in the Fund’s or Distributor’s sole discretion, and, if accepted, each purchase will be deemed to have been consummated at the office of the Fund. H. The Fund reserves the right, at its discretion and without prior notice, to suspend the sale of Shares or withdraw entirely the sale of Shares of the Fund. I. Intermediary agrees that all transactions will be processed through the systems of the National Securities Clearing Corp. (“NSCC”) unless otherwise agreed to between the parties or as instructed by the Transfer Agent. The procedures relating to purchase, redemption or exchange orders and the handling thereof will be subject to the terms of the Prospectus and written and agreed upon instructions received by Intermediary from the Fund or its Transfer Agent from time to time. J. Intermediary agrees that Intermediary will follow all requirements, rules and regulations in connection with Intermediary’s handling of orders for transactions in the Shares, including, without limitation, Rule 22c-1(a) under the 1940 Act and as required by FINRA Rules 2010 and 2020. K. Intermediary understands and agrees that, if any Shares sold under this Agreement are repurchased by the Fund or a repurchase request is submitted to the Fund within seven (7) “Business Days” (i.e., a day that the applicable Fund is open for business) after the date of confirmation of the initial purchase of such Shares, Intermediary shall forfeit and repay to the Distributor any portion of a sales charge “reallowed” by the Fund to Intermediary with respect to such Shares. L. Intermediary will not present any conditional purchase orders, and Intermediary understands that no conditional orders will be accepted by the Fund or its agents. Intermediary agrees that purchase orders placed by Intermediary will be made only for the purpose of covering purchase orders already received from Intermediary’s customers and that Intermediary will not make purchases for any securities dealer or broker. M. Intermediary further agrees that Intermediary will comply with the terms of the then current Prospectus with respect to the purchase, repurchase and exchange of Shares, including any market-timing and late trading policies applicable to the Shares. Intermediary further represents and warrants that Intermediary maintains, and will continue to maintain during the term of this Agreement, internal policies and procedures which Intermediary believes are appropriate and sufficient with regard to the appropriate order handling of the Shares. N. For trades placed manually, payment for purchases of Shares made by wire order from Intermediary shall be made directly to the Fund’s Transfer Agent, as per the Prospectus instructions, in an amount equal to the Current Offering Price per Share being purchased without deduction for Intermediary’s agency commission, if any. If such payment is not received at the customary or required time for settlement of the transaction, Intermediary understands that the Fund reserves the right, without notice, forthwith, to cancel the sale, in which case Intermediary may be held responsible for any reasonable loss, including loss of profit, and expense suffered by the Fund or Distributor resulting from Intermediary’s failure to make the aforesaid payment. O. On the settlement date of each transaction, Intermediary on behalf of Intermediary’s customers will remit the full purchase price, and Intermediary’s customer will be credited with an investment in the Shares of the Fund equal to such purchase price. Intermediary’s agency commission, if any, shall be payable on at least a monthly basis. P. Intermediary further agrees to obtain from each customer to whom Intermediary sells Shares any taxpayer identification number certification required by Section 3406 of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder. Q. Intermediary further agrees that it will place orders immediately upon their receipt and will not withhold any order so as to profit therefrom; provided, however, that the foregoing shall not prevent the purchase of Shares by Intermediary for Intermediary’s own bona fide investment.

Appears in 1 contract

Samples: Selling Agreement (Nexpoint Healthcare Opportunities Fund)

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