Common use of Purchases of Company Shares for Sale to Customers Clause in Contracts

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable investors for Company’s shares as described herein. Subject to the performance by ADI of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI contained herein, Broker/Dealer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors for the duration of their investments. It is understood that the Broker/Dealer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer from acting as a selling agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/Dealer’s agency relationship with ADI hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s shares to Broker/Dealer’s customers, Broker/Dealer agrees to act as dealer for Broker/Dealer’s own account and in no transaction shall the Broker/Dealer have any authority to act or hold itself out as agent for ADI or the Company. ADI acknowledges that customers of Broker/Dealer who purchase Fund shares are the Broker/Dealer’s customers. Broker/Dealer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”). (c) Broker/Dealer agrees to offer and sell each Fund’s shares to Broker/Dealer’s customers only at the applicable public offering price, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus. Broker/Dealer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements thereto). (d) Broker/Dealer agrees to purchase Fund’s shares from ADI or from Broker/Dealer customers. If Broker/Dealer purchases from ADI, Broker/Dealer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer from its customers; (b) for shares being acquired by Broker/Dealer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/Dealer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/Dealer’s employees or for investments in Individual Retirement Accounts established by Broker/Dealer’s employees, and if Broker/Dealer so advises ADI in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer agrees to waive all Broker/Dealer concessions, if any, to all sales of shares. If Broker/Dealer purchases shares from Broker/Dealer customers, Broker/Dealer agrees not to purchase shares from Broker/Dealer customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price to Broker/Dealer’s customers). (e) ADI will accept Broker/Dealer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI will not accept from Broker/Dealer a conditional order. All orders redeeming any shares shall be executed in accordance with Rule 22c-1 of the 1940 Act. All orders are subject to acceptance or rejection by ADI in its sole discretion. ADI reserves the right, at its discretion and without notice to the Broker/Dealer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (f) The transmission of orders will be governed by instructions that ADI will periodically issue to Broker/Dealer. Broker/Dealer must pay for Fund’s shares in ‘Federal Funds,’ and ADI must receive Broker/Dealer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934. If ADI does not receive Broker/Dealer’s payment on or before such settlement date, ADI may, without notice, cancel the sale, or, at ADI’s option, sell a Fund’s shares that Broker/Dealer ordered back to the issuing Fund. ADI will hold Broker/Dealer responsible for any loss suffered by ADI or the issuing Fund as a result of Broker/Dealer’s failure to make payment as required. (g) Broker/Dealer agrees to use the application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”). The application will be reviewed by ADI or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer hereby certifies that all of Broker/Dealer customers’ taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI or the Company by Broker/Dealer are correct and that ADI or the Company will not open an account without Broker/Dealer providing the Company’s Transfer Agent (“Transfer Agent”) with the customer’s TIN or SSN. (h) Broker/Dealer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (i) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer by the Transfer Agent.

Appears in 11 contracts

Samples: Broker Dealer Selling Agreement, Broker Dealer Selling Agreement (ALPS Series Trust), Broker Dealer Selling Agreement (ALPS Series Trust)

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Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable investors for Company’s shares as described herein. Subject to the performance by ADI the Distributor of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI the Distributor contained herein, Broker/Dealer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors shareholders for the duration of their investments. It is understood that the Broker/Dealer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer from acting as a selling an agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/Dealer’s agency relationship with ADI the Distributor hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s shares to Broker/Dealer’s customers, Broker/Dealer agrees to act as dealer for Broker/Dealer’s own account and in no transaction shall the Broker/Dealer have any authority to act or hold itself out as agent for ADI the Distributor or the Company, except for the limited purposes set forth under this Agreement. ADI The Distributor acknowledges that customers of Broker/Dealer who purchase Fund shares are the Broker/Dealer’s customers. Broker/Dealer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”). (c) Broker/Dealer agrees to offer and sell each Fund’s shares to Broker/Dealer’s customers only at the applicable public offering price, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus. Broker/Dealer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements Supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements Supplements thereto). (d) Broker/Dealer agrees to purchase Fund’s shares from ADI the Distributor or from Broker/Dealer Dealer’s customers. If Broker/Dealer purchases from ADIthe Distributor, Broker/Dealer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer from its customers; (b) for shares being acquired by Broker/Dealer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/Dealer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/Dealer’s employees or for investments in Individual Retirement Accounts established by Broker/Dealer’s employees, and if Broker/Dealer so advises ADI the Distributor in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer agrees to waive all Broker/Dealer concessions, if any, to all sales of shares. If Broker/Dealer purchases shares from Broker/Dealer Dealer’s customers, Broker/Dealer agrees not to purchase shares from Broker/Dealer Dealer’s customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price to Broker/Dealer’s customers). (e) ADI The Distributor will accept Broker/Dealer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI The Distributor will not accept from Broker/Dealer a conditional order. All orders redeeming any shares shall be executed in accordance with Rule 22c-1 of the 1940 Act. All orders are subject to acceptance or rejection by ADI the Distributor in its sole discretion. ADI The Distributor reserves the right, at its discretion and without notice to the Broker/Dealer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (f) The transmission of orders will be governed by instructions that ADI the Distributor will periodically issue to Broker/Dealer. Broker/Dealer must pay for Fund’s shares in ‘Federal Funds,’ and ADI the Distributor must receive Broker/Dealer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934. If ADI the Distributor does not receive Broker/Dealer’s payment on or before such settlement date, ADI the Distributor may, without notice, cancel the sale, or, at ADIthe Distributor’s option, sell a Fund’s shares that Broker/Dealer ordered back to the issuing Fund. ADI The Distributor will hold Broker/Dealer responsible for any loss suffered by ADI the Distributor or the issuing Fund as a result of Broker/Dealer’s failure to make payment as required. (g) Broker/Dealer agrees to use the account application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”). The account application will be reviewed by ADI the Distributor or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer hereby certifies that all of Broker/Dealer customers’ Dealer’s customers taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI the Distributor or the Company by Broker/Dealer are correct and that ADI the Distributor or the Company will not open an account without Broker/Dealer providing the Company’s Transfer Agent transfer agent (“Transfer Agent”) with the customer’s TIN or SSN. (h) Broker/Dealer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (i) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agentTransfer Agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer by the Transfer Agent.

Appears in 8 contracts

Samples: Broker Dealer Selling Agreement, Broker Dealer Selling Agreement (USCF Mutual Funds Trust), Broker Dealer Selling Agreement (Index Funds)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer Servicer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable investors for Company’s shares as described herein. Subject to the performance by ADI of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI contained herein, Broker/Dealer Servicer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors for the duration of their investments. It is understood that the Broker/Dealer Servicer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer Servicer from acting as a selling agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/DealerServicer’s agency relationship with ADI hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer Servicer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s shares to Broker/DealerServicer’s customers, Broker/Dealer Servicer agrees to act as dealer for Broker/DealerServicer’s own account and in no transaction shall the Broker/Dealer Servicer have any authority to act or hold itself out as agent for ADI or the Company. ADI acknowledges that customers of Broker/Dealer Servicer who purchase Fund shares are the Broker/DealerServicer’s customers. Broker/Dealer Servicer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and the Financial Industry Regulatory Authority (“FINRA”). (c) Broker/Dealer Servicer agrees to offer and sell each Fund’s shares to Broker/DealerServicer’s customers only at the applicable public offering price, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus. Broker/Dealer Servicer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements thereto). (d) Broker/Dealer Servicer agrees to purchase Fund’s shares from ADI or from Broker/Dealer Servicer customers. If Broker/Dealer Servicer purchases from ADI, Broker/Dealer Servicer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer Servicer from its customers; (b) for shares being acquired by Broker/DealerServicer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/DealerServicer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/DealerServicer’s employees or for investments in Individual Retirement Accounts established by Broker/DealerServicer’s employees, and if Broker/Dealer Servicer so advises ADI in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer Servicer agrees to waive all Broker/Dealer Servicer concessions, if any, to all sales of shares. If Broker/Dealer Servicer purchases shares from Broker/Dealer Servicer customers, Broker/Dealer Servicer agrees not to purchase shares from Broker/Dealer Servicer customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer Servicer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer Servicer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price to Broker/DealerServicer’s customers). (e) ADI will accept Broker/DealerServicer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI will not accept from Broker/Dealer Servicer a conditional order. All orders redeeming any shares shall be executed in accordance with Rule 22c-1 of the 1940 Act. All orders are subject to acceptance or rejection by ADI in its sole discretion. ADI reserves the right, at its discretion and without notice to the Broker/DealerServicer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (f) The transmission of orders will be governed by instructions that ADI will periodically issue to Broker/DealerServicer. Broker/Dealer Servicer must pay for Fund’s shares in ‘Federal Funds,’ and ADI must receive Broker/DealerServicer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934. If ADI does not receive Broker/DealerServicer’s payment on or before such settlement date, ADI may, without notice, cancel the sale, or, at ADI’s option, sell a Fund’s shares that Broker/Dealer Servicer ordered back to the issuing Fund. ADI will hold Broker/Dealer Servicer responsible for any loss suffered by ADI or the issuing Fund as a result of Broker/DealerServicer’s failure to make payment as required. (g) Broker/Dealer Servicer agrees to use the application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”). The application will be reviewed by ADI or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer Servicer hereby certifies that all of Broker/Dealer Servicer customers’ taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI or the Company by Broker/Dealer Servicer are correct and that ADI or the Company will not open an account without Broker/Dealer Servicer providing the Company’s Transfer Agent transfer agent (“Transfer Agent”) with the customer’s TIN or SSN. (h) Broker/Dealer Servicer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer Servicer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (i) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer Servicer by the Transfer Agenttransfer agent.

Appears in 7 contracts

Samples: Shareholder Servicing Agreement (ALPS Series Trust), Shareholder Servicing Agreement (ALPS Series Trust), Shareholder Servicing Agreement (Financial Investors Trust)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable providing shareholder services to investors for acquiring Company’s shares as described herein. Subject to the performance by ADI the Distributor of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI the Distributor contained herein, Broker/Dealer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors shareholders for the duration of their investments. It is understood that the Broker/Dealer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer from acting as a selling an agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/Dealer’s agency relationship with ADI the Distributor hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s shares to Broker/Dealer’s customers, Broker/Dealer agrees to act as dealer for Broker/Dealer’s own account and in no transaction shall the Broker/Dealer have any authority to act or hold itself out as agent for ADI the Distributor or the Company, except for the limited purposes set forth under this Agreement. ADI The Distributor acknowledges that customers of Broker/Dealer who purchase Fund shares are the Broker/Dealer’s customers. Broker/Dealer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”). (c) Broker/Dealer agrees to offer and sell each Fund’s shares to Broker/Dealer’s customers only at the applicable public offering priceprice plus any applicable sales load and in accordance with all applicable repurchase offers issued by the Fund, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus, to the extent applicable. Broker/Dealer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements Supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements Supplements thereto). (d) Broker/Dealer agrees to purchase Fund’s shares from ADI the Distributor or from Broker/Dealer Dealer’s customers. If Broker/Dealer purchases from ADIthe Distributor, Broker/Dealer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer from its customers; (b) for shares being acquired by Broker/Dealer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/Dealer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/Dealer’s employees or for investments in Individual Retirement Accounts established by Broker/Dealer’s employees, and if Broker/Dealer so advises ADI the Distributor in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer agrees to waive all Broker/Dealer concessions, if any, to all sales of shares. If Broker/Dealer purchases shares from Broker/Dealer Dealer’s customers, Broker/Dealer agrees not to purchase shares from Broker/Dealer Dealer’s customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price or repurchase offer price to Broker/Dealer’s customers). (e) ADI The Distributor will accept Broker/Dealer’s purchase orders only at the public offering price applicable to each orderorder plus any applicable sales load, as determined in accordance with the then-current Prospectus. ADI The Distributor will not accept from Broker/Dealer a conditional order. All orders redeeming any Broker/Dealer acknowledges that the Fund will adopt fundamental policies (which may not be changed without shareholder approval) to make periodic offers to purchase shares shall be executed (“repurchase offers”) in accordance with Rule 22c-1 23c-3 under the 1940 Act and as described in the Fund’s then current Prospectus. Repurchases of shares of the Fund will be made at the net asset value of such shares in accordance with the applicable repurchase offer and then current Prospectus, less any applicable charges and expenses for which the Fund has determined to charge shareholders as permitted by Rule 23c-3 of the 1940 Act. Broker/Dealer agrees to transmit to its customers any repurchase offer notification received from Distributor within the time period specified in the applicable Prospectus and in such notification, and to use its reasonable best efforts to transmit repurchase requests from its customers to the Fund or its transfer agent or other designee by the applicable repurchase request deadline as specified in the applicable Prospectus and such repurchase offer notification. (f) All orders are subject to acceptance or rejection by ADI the Distributor in its sole discretion. ADI The Distributor reserves the right, at its discretion and without notice to the Broker/Dealer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (f) The transmission of orders will be governed by instructions that ADI will periodically issue to Broker/Dealer. Broker/Dealer must pay for Fund’s shares in ‘Federal Funds,’ and ADI must receive Broker/Dealer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934. If ADI does not receive Broker/Dealer’s payment on or before such settlement date, ADI may, without notice, cancel the sale, or, at ADI’s option, sell a Fund’s shares that Broker/Dealer ordered back to the issuing Fund. ADI will hold Broker/Dealer responsible for any loss suffered by ADI or the issuing Fund as a result of Broker/Dealer’s failure to make payment as required. (g) Broker/Dealer agrees to use the application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”). The application will be reviewed by ADI or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer hereby certifies that all of Broker/Dealer customers’ taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI or the Company by Broker/Dealer are correct and that ADI or the Company will not open an account without Broker/Dealer providing the Company’s Transfer Agent (“Transfer Agent”) with the customer’s TIN or SSN. (h) Broker/Dealer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (i) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer by the Transfer Agent.

Appears in 5 contracts

Samples: Broker Dealer Selling Agreement (Ares Private Markets Fund), Broker Dealer Selling Agreement (Resource Real Estate Diversified Income Fund), Wholesale Marketing Agreement (CION Ares Diversified Credit Fund)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer Servicer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable investors for Company’s shares as described herein. Subject to the performance by ADI of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI contained herein, Broker/Dealer Servicer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors for the duration of their investments. It is understood that the Broker/Dealer Servicer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer Servicer from acting as a selling agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/DealerServicer’s agency relationship with ADI hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer Servicer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s shares to Broker/DealerServicer’s customers, Broker/Dealer Servicer agrees to act as dealer for Broker/DealerServicer’s own account and in no transaction shall the Broker/Dealer Servicer have any authority to act or hold itself out as agent for ADI or the Company. ADI acknowledges that customers of Broker/Dealer Servicer who purchase Fund shares are the Broker/DealerServicer’s customers. Broker/Dealer Servicer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”). (c) Broker/Dealer Servicer agrees to offer and sell each Fund’s shares to Broker/DealerServicer’s customers only at the applicable public offering price, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus. Broker/Dealer Servicer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements thereto). (d) Broker/Dealer Servicer agrees to purchase Fund’s shares from ADI or from Broker/Dealer Servicer customers. If Broker/Dealer Servicer purchases from ADI, Broker/Dealer Servicer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer Servicer from its customers; (b) for shares being acquired by Broker/DealerServicer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/DealerServicer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/DealerServicer’s employees or for investments in Individual Retirement Accounts established by Broker/DealerServicer’s employees, and if Broker/Dealer Servicer so advises ADI in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer Servicer agrees to waive all Broker/Dealer Servicer concessions, if any, to all sales of shares. If Broker/Dealer Servicer purchases shares from Broker/Dealer Servicer customers, Broker/Dealer Servicer agrees not to purchase shares from Broker/Dealer Servicer customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer Servicer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer Servicer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price to Broker/DealerServicer’s customers). (e) ADI will accept Broker/DealerServicer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI will not accept from Broker/Dealer Servicer a conditional order. All orders redeeming any shares shall be executed in accordance with Rule 22c-1 of the 1940 Act. All orders are subject to acceptance or rejection by ADI in its sole discretion. ADI reserves the right, at its discretion and without notice to the Broker/DealerServicer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (f) The transmission of orders will be governed by instructions that ADI will periodically issue to Broker/DealerServicer. Broker/Dealer Servicer must pay for Fund’s shares in ‘Federal Funds,’ and ADI must receive Broker/DealerServicer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934. If ADI does not receive Broker/DealerServicer’s payment on or before such settlement date, ADI may, without notice, cancel the sale, or, at ADI’s option, sell a Fund’s shares that Broker/Dealer Servicer ordered back to the issuing Fund. ADI will hold Broker/Dealer Servicer responsible for any loss suffered by ADI or the issuing Fund as a result of Broker/DealerServicer’s failure to make payment as required. (g) Broker/Dealer Servicer agrees to use the application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”). The application will be reviewed by ADI or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer Servicer hereby certifies that all of Broker/Dealer Servicer customers’ taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI or the Company by Broker/Dealer Servicer are correct and that ADI or the Company will not open an account without Broker/Dealer Servicer providing the Company’s Transfer Agent transfer agent (“Transfer Agent”) with the customer’s TIN or SSN. (h) Broker/Dealer Servicer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer Servicer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (i) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer Servicer by the Transfer Agenttransfer agent.

Appears in 4 contracts

Samples: Shareholder Servicing Agreement (Transparent Value Trust), Shareholder Servicing Agreement (Transparent Value Trust), Shareholder Servicing Agreement (Transparent Value Trust)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable providing shareholder services to investors for acquiring the Company’s shares as described herein. Subject to the performance by ADI the Distributor of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI the Distributor contained herein, Broker/Dealer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors shareholders for the duration of their investments. It is understood that the Broker/Dealer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer from acting as a selling an agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/Dealer’s agency relationship with ADI the Distributor hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer shall be deemed made pursuant to this Agreement. (b) In offering and selling selling, respectively, of the Company’s shares to Broker/Dealer’s customers, Broker/Dealer agrees to act as dealer for Broker/Dealer’s own account and in no transaction shall the Broker/Dealer have any authority to act or hold itself out as agent for ADI the Distributor or the Company, except for the limited purposes set forth under this Agreement. ADI The Distributor acknowledges that customers of Broker/Dealer who purchase Fund shares are the Broker/Dealer’s customers. Broker/Dealer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”). (c) Broker/Dealer agrees to offer and sell each Fund’s shares to Broker/Dealer’s customers only at the applicable public offering priceprice and in accordance with all applicable repurchase offers issued by the Fund, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus, to the extent applicable. Broker/Dealer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then then-current Prospectus (including any supplements Supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements Supplements thereto). (d) Broker/Dealer agrees to purchase Fund’s shares from ADI the Distributor or from Broker/Dealer Dealer’s customers. If Broker/Dealer purchases shares from ADIthe Distributor, Broker/Dealer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer from its customers; (b) for shares being acquired by Broker/Dealer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/Dealer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/Dealer’s employees or for investments in Individual Retirement Accounts established by Broker/Dealer’s employees, and if Broker/Dealer so advises ADI the Distributor in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer agrees to waive all Broker/Dealer concessions, if any, to all sales of shares. If Broker/Dealer purchases shares from Broker/Dealer Dealer’s customers, Broker/Dealer agrees not to purchase shares from Broker/Dealer Dealer’s customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price or repurchase offer price to Broker/Dealer’s customers). (e) ADI The Distributor will accept Broker/Dealer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI The Distributor will not accept from Broker/Dealer a conditional order. All orders redeeming any Broker/Dealer acknowledges that the Fund will adopt fundamental policies (which may not be changed without shareholder approval) to make periodic offers to purchase shares shall be executed (“repurchase offers”) in accordance with Rule 22c-1 23c-3 under the 1940 Act and as described in the Fund’s then-current Prospectus. Repurchases of shares of the Fund will be made at the net asset value of such shares in accordance with the applicable repurchase offer and then-current Prospectus, less any applicable charges and expenses for which the Fund has determined to charge shareholders as permitted by Rule 23c-3 of the 1940 Act. Broker/Dealer agrees to transmit to its customers any repurchase offer notification received from Distributor within the time period specified in the applicable Prospectus and in such notification, and to use its reasonable best efforts to transmit repurchase requests from its customers to the Fund or its transfer agent or other designee by the applicable repurchase request deadline as specified in the applicable Prospectus and such repurchase offer notification. (f) All orders are subject to acceptance or rejection by ADI the Distributor in its sole discretion. ADI The Distributor reserves the right, at its discretion and without notice to the Broker/Dealer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (fg) Broker/Dealer acknowledges and agrees that: (i) shares of the Fund will not be repurchased by the Fund (other than in accordance with Rule 23c-3 of the 0000 Xxx); (ii) no secondary market for the shares of the Fund exists currently or is anticipated to develop; therefore, the shares of the Fund have very limited liquidity; (iii) in the event one or more of Broker/Dealer’s customers cancel their order for shares of the Fund after confirmation, such shares may not be repurchased, remarketed or otherwise disposed of by or through Distributor; and (iv) any representations regarding a repurchase offer or other tender offer by the Fund, other than that which is specifically set forth in the Fund’s then-current Prospectus or repurchase offer notification issued by the Fund is prohibited. (h) In connection with Broker/Dealer’s recommendations to its customers regarding investment in a Fund, Broker/Dealer agrees to make appropriate disclosures to such customers regarding the risks associated with investing in the Fund, including, but not limited to: (i) shares of the Fund will not be listed on a public exchange; (ii) no secondary market is expected to develop for the Fund’s shares; (iii) liquidity for the Fund’s shares will be provided only through quarterly repurchase offers; (iv) there is no guarantee that an investor will be able to sell all the shares that the investor desires to sell in the repurchase offer; (v) an investor should consider an investment in the Fund to be of limited liquidity; (vi) investing in the Fund’s shares may be speculative and involve a high degree of risk; and (vii) an investor should carefully read the Fund’s Prospectus prior to investing in the Fund, including the risks associated with leverage. (i) The transmission of orders will be governed by Statement of Operating Procedures attached to this Agreement as Appendix I and such other instructions that ADI will the Distributor may periodically issue to Broker/Dealer. Broker/Dealer must pay for Fund’s shares in ‘Federal Funds,’ and ADI the Distributor must receive Broker/Dealer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934, as amended. If ADI the Distributor does not receive Broker/Dealer’s payment on or before such settlement date, ADI the Distributor may, without notice, cancel the sale, or, at ADI’s option, sell a Fund’s shares that Broker/Dealer ordered back to the issuing Fund. ADI The Distributor will hold Broker/Dealer responsible for any loss suffered by ADI the Distributor or the issuing Fund as a result of Broker/Dealer’s failure to make payment as required. (gj) Broker/Dealer agrees to use the account application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”), to the extent applicable. The account application will be reviewed by ADI the Distributor or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer hereby certifies that all of Broker/Dealer Dealer’s customers’ respective taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI the Distributor or the Company by Broker/Dealer are correct and that ADI the Distributor or the Company will not open an account without Broker/Dealer providing the Company’s Transfer Agent transfer agent (“Transfer Agent”) with the customer’s TIN or SSN. (hk) Broker/Dealer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (il) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agentTransfer Agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer by the Transfer Agent.

Appears in 3 contracts

Samples: Broker Dealer Selling Agreement (FS Energy Total Return Fund), Broker Dealer Selling Agreement (FS Credit Income Fund), Broker Dealer Selling Agreement (FS Credit Income Fund)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer Servicer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable investors for Company’s shares as described herein. Subject to the performance by ADI of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI contained herein, Broker/Dealer Servicer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus and/or SAI to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors for the duration of their investments. It is understood that the Broker/Dealer Servicer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer Servicer from acting as a selling agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/DealerServicer’s agency relationship with ADI hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer Servicer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s shares to Broker/DealerServicer’s customers, Broker/Dealer agrees to act as dealer for Broker/Dealer’s own account and in no transaction Servicer shall the Broker/Dealer not have any authority to act or hold itself out as agent for ADI or the Company. ADI acknowledges that customers of Broker/Dealer Servicer who purchase Fund shares are the Broker/DealerServicer’s customers. Broker/Dealer Servicer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”), and in compliance with Section 12 of this Agreement. (c) Broker/Dealer Servicer agrees to offer and sell each Fund’s shares to Broker/DealerServicer’s customers only at the applicable public offering price, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current ProspectusProspectus and/or SAI. Broker/Dealer Servicer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements thereto). Servicer will report quarterly to ADI on any cumulative or quantity discounts as a result of the offer and sale of the Fund’s shares. (d) Broker/Dealer Servicer agrees to purchase Fund’s shares from ADI or from Broker/Dealer Servicer customers. If Broker/Dealer Servicer purchases from ADI, Broker/Dealer Servicer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer Servicer from its customers; (b) for shares being acquired by Broker/DealerServicer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/DealerServicer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/DealerServicer’s employees or for investments in Individual Retirement Accounts established by Broker/DealerServicer’s employees, and if Broker/Dealer Servicer so advises ADI in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer Servicer agrees to waive all Broker/Dealer Servicer concessions, if any, to all sales of shares. If Broker/Dealer Servicer purchases shares from Broker/Dealer Servicer customers, Broker/Dealer Servicer agrees not to purchase shares from Broker/Dealer Servicer customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer Servicer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer Servicer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price to Broker/DealerServicer’s customers). (e) ADI will accept Broker/DealerServicer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI will not accept from Broker/Dealer Servicer a conditional order. All purchase and sale orders redeeming any shares shall be executed in accordance with Rule 22c-1 of the 1940 Act. On each day the New York Stock Exchange is open for business (a “Business Day”) Servicer shall accept and effect orders from its customers with respect to Fund shares. Servicer shall place orders for Fund shares only with ADI. Servicer shall date and time stamp all orders received and promptly transmit all orders to ADI in time for processing at the price next determined after receipt of the order by the Servicer, in accordance with the Prospectus. Servicer shall not aggregate orders received after 4:00 p.m. Eastern time (“Market Close”) with orders received before Market Close. Servicer warrants that its internal control structure concerning the processing and transmission of orders is reasonably designed to prevent or detect on a timely basis orders received after Market Close and to minimize errors that could result in late transmission of orders. Servicer shall clearly identify to ADI orders received before Market Close on the Business Day and distinguish such orders from orders received after Market Close on such Business Day. ADI will not accept from Servicer any order placed on a conditional basis or subject to any delay or contingency prior to execution. All orders are subject to acceptance or rejection by ADI in its sole discretion. If a purchase order is not settled in accordance with this Section, ADI may, without notice, cancel the transaction and Servicer shall be responsible for any resulting loss that ADI or the Company sustains. ADI reserves the right, at its discretion and without notice to the Broker/DealerServicer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (f) The transmission of orders will be governed by instructions that ADI will periodically issue to Broker/DealerServicer. Broker/Dealer Servicer must pay for Fund’s shares in ‘Federal Funds,’ and ADI must receive Broker/DealerServicer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “1934 Act”). If ADI does not receive Broker/DealerServicer’s payment on or before such settlement date, ADI may, without notice, cancel the sale, or, at ADI’s option, sell a Fund’s shares that Broker/Dealer Servicer ordered back to the issuing Fund. ADI will hold Broker/Dealer Servicer responsible for any loss suffered by ADI or the issuing Fund as a result of Broker/DealerServicer’s failure to make payment as required. (g) Broker/Dealer Servicer agrees to use the application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”). The application will be reviewed by ADI or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer Servicer hereby certifies that all of Broker/Dealer Servicer customers’ taxpayer identification numbers (“TIN”) or ), social security numbers (“SSN”) or equivalent identification numbers furnished to ADI or the Company by Broker/Dealer Servicer are correct and agrees that ADI or the Company will not open an account without Broker/Dealer Servicer providing the Company’s Transfer Agent transfer agent (“Transfer Agent”) with the customer’s TIN or SSNTIN, SSN or, if recognized by the Transfer Agent, equivalent identification number. (h) Broker/Dealer will comply with all applicable Federal ADI or a Fund may, in its sole discretion and state laws and with without liability to any person, reject a sale of shares in a jurisdiction where the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer will shares are not offer registered or may register the shares of any Fund for sale unless in such shares are duly registered under all the applicable securities laws, rules and regulationsjurisdiction. (i) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agentTransfer Agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer Servicer by the Transfer Agent. (j) Servicer agrees to collect or cause to be collected applicable redemption fees as described in then-current Prospectus on all accounts opened with the Fund on an omnibus basis, and promptly remit such fees to ADI. (k) Servicer agrees to take such actions as may be appropriate to give effect to: (i) any conversion of shares as required by the then-current Prospectus; and (ii) any election by the Fund to redeem shares as permitted by the Prospectus. (l) Servicer agrees to respond to the reasonable inquiries and requests of Servicer’s customers that are shareholders relating to their investment in a Fund, and to take any such actions as such customer may reasonably request to maintain the customer’s account with a Fund.

Appears in 2 contracts

Samples: Shareholder Servicing Agreement (Wilmington Funds), Shareholder Servicing Agreement (Wilmington Funds)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer Servicer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable investors for Company’s shares as described herein. Subject to the performance by ADI the Distributor of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI the Distributor contained herein, Broker/Dealer Servicer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors shareholders for the duration of their investments. It is understood that the Broker/Dealer Servicer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer Servicer from acting as a selling an agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/DealerServicer’s agency relationship with ADI the Distributor hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer Servicer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s shares to Broker/DealerServicer’s customers, Broker/Dealer Servicer agrees to act as dealer for Broker/DealerServicer’s own account and in no transaction shall the Broker/Dealer Servicer have any authority to act or hold itself out as agent for ADI the Distributor or the Company, except for the limited purposes set forth under this Agreement. ADI The Distributor acknowledges that customers of Broker/Dealer Servicer who purchase Fund shares are the Broker/DealerServicer’s customers. Broker/Dealer Servicer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”). (c) Broker/Dealer Servicer agrees to offer and sell each Fund’s shares to Broker/DealerServicer’s customers only at the applicable public offering price, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus. Broker/Dealer Servicer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements Supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements Supplements thereto). (d) Broker/Dealer Servicer agrees to purchase Fund’s shares from ADI the Distributor or from Broker/Dealer Servicer’s customers. If Broker/Dealer Servicer purchases from ADIthe Distributor, Broker/Dealer Servicer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer Servicer from its customers; (b) for shares being acquired by Broker/DealerServicer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/DealerServicer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/DealerServicer’s employees or for investments in Individual Retirement Accounts established by Broker/DealerServicer’s employees, and if Broker/Dealer Servicer so advises ADI the Distributor in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer Servicer agrees to waive all Broker/Dealer Servicer concessions, if any, to all sales of shares. If Broker/Dealer Servicer purchases shares from Broker/Dealer Servicer’s customers, Broker/Dealer Servicer agrees not to purchase shares from Broker/Dealer Servicer’s customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer Servicer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer Servicer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price to Broker/DealerServicer’s customers). (e) ADI The Distributor will accept Broker/DealerServicer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI The Distributor will not accept from Broker/Dealer Servicer a conditional order. All orders redeeming any shares shall be executed in accordance with Rule 22c-1 of the 1940 Act. All orders are subject to acceptance or rejection by ADI the Distributor in its sole discretion. ADI The Distributor reserves the right, at its discretion and without notice to the Broker/DealerServicer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (f) The transmission of orders will be governed by instructions that ADI the Distributor will periodically issue to Broker/DealerServicer. Broker/Dealer Servicer must pay for Fund’s shares in ‘Federal Funds,’ and ADI the Distributor must receive Broker/DealerServicer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934, as amended. If ADI the Distributor does not receive Broker/DealerServicer’s payment on or before such settlement date, ADI the Distributor may, without notice, cancel the sale, or, at ADIthe Distributor’s option, sell a Fund’s shares that Broker/Dealer Servicer ordered back to the issuing Fund. ADI The Distributor will hold Broker/Dealer Servicer responsible for any loss suffered by ADI the Distributor or the issuing Fund as a result of Broker/DealerServicer’s failure to make payment as required. (g) Broker/Dealer Servicer agrees to use the account application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”). The account application will be reviewed by ADI the Distributor or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer Servicer hereby certifies that all of Broker/Dealer customers’ Servicer’s customers taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI the Distributor or the Company by Broker/Dealer Servicer are correct and that ADI the Distributor or the Company will not open an account without Broker/Dealer Servicer providing the Company’s Transfer Agent transfer agent (“Transfer Agent”) with the customer’s TIN or SSN. (h) Broker/Dealer Servicer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer Servicer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (i) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agentTransfer Agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer Servicer by the Transfer Agent.

Appears in 2 contracts

Samples: Shareholder Servicing Selling Agreement (Brandes Investment Trust), Shareholder Servicing Selling Agreement (ALPS Series Trust)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable investors for the Company’s shares as described herein. Subject to the performance by ADI the Distributor of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI the Distributor contained herein, Broker/Dealer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors shareholders for the duration of their investments. It is understood that the Broker/Dealer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer from acting as a selling an agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/Dealer’s agency relationship with ADI the Distributor hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer shall be deemed made pursuant to this Agreement. (b) In offering and selling selling, respectively, of the Company’s shares to Broker/Dealer’s customers, Broker/Dealer agrees to act as dealer for Broker/Dealer’s own account and in no transaction shall the Broker/Dealer have any authority to act or hold itself out as agent for ADI the Distributor or the Company, except for the limited purposes set forth under this Agreement. ADI The Distributor acknowledges that customers of Broker/Dealer who purchase Fund shares are the Broker/Dealer’s customers. Broker/Dealer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”). (c) Broker/Dealer agrees to offer and sell each Fund’s shares to Broker/Dealer’s customers only at the applicable public offering price, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus, to the extent applicable. Broker/Dealer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then then-current Prospectus (including any supplements Supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements Supplements thereto). (d) Broker/Dealer agrees to purchase Fund’s shares from ADI the Distributor or from Broker/Dealer Dealer’s customers. If Broker/Dealer purchases shares from ADIthe Distributor, Broker/Dealer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer from its customers; (b) for shares being acquired by Broker/Dealer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/Dealer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/Dealer’s employees or for investments in Individual Retirement Accounts established by Broker/Dealer’s employees, and if Broker/Dealer so advises ADI the Distributor in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer agrees to waive all Broker/Dealer concessions, if any, to all sales of shares. If Broker/Dealer purchases shares from Broker/Dealer Dealer’s customers, Broker/Dealer agrees not to purchase shares from Broker/Dealer Dealer’s customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price to Broker/Dealer’s customers). (e) ADI . The Distributor will accept Broker/Dealer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI The Distributor will not accept from Broker/Dealer a conditional order. All orders redeeming any shares shall be executed in accordance with Rule 22c-1 of the 1940 Act. . (e) All orders are subject to acceptance or rejection by ADI the Distributor in its sole discretion. ADI The Distributor reserves the right, at its discretion and without notice to the Broker/Dealer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (f) The transmission of orders will be governed by the Statement of Operating Procedures attached to this Agreement as Appendix I and such other instructions that ADI the Distributor will periodically issue to Broker/Dealer. Broker/Dealer must pay for Fund’s shares in ‘Federal Funds,’ and ADI the Distributor must receive Broker/Dealer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934, as amended. If ADI the Distributor does not receive Broker/Dealer’s payment on or before such settlement date, ADI the Distributor may, without notice, cancel the sale, or, at ADI’s option, sell a Fund’s shares that Broker/Dealer ordered back to the issuing Fund. ADI The Distributor will hold Broker/Dealer responsible for any loss suffered by ADI the Distributor or the issuing Fund as a result of Broker/Dealer’s failure to make payment as required. (g) Broker/Dealer agrees to use the account application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”), to the extent applicable. The account application will be reviewed by ADI the Distributor or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer hereby certifies that all of Broker/Dealer Dealer’s customers’ respective taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI the Distributor or the Company by Broker/Dealer are correct and that ADI the Distributor or the Company will not open an account without Broker/Dealer providing the Company’s Transfer Agent transfer agent (“Transfer Agent”) with the customer’s TIN or SSN. (h) Broker/Dealer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (i) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agentTransfer Agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer by the Transfer Agent.

Appears in 2 contracts

Samples: Broker Dealer Selling Agreement (FS Series Trust), Broker Dealer Selling Agreement (FS Series Trust)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable investors for Company’s shares as described herein. Subject to the performance by ADI of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI contained herein, Broker/Dealer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors for the duration of their investments. It is understood that the Broker/Dealer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer from acting as a selling agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/Dealer’s agency relationship with ADI hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s shares to Broker/Dealer’s customers, Broker/Dealer agrees to act as dealer for Broker/Dealer’s own account and in no transaction shall the Broker/Dealer have any authority to act or hold itself out as agent for ADI or the Company. ADI acknowledges that customers of Broker/Dealer who purchase Fund shares are the Broker/Dealer’s customers. Broker/Dealer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRANASD”). (c) Broker/Dealer agrees to offer and sell each Fund’s shares to Broker/Dealer’s customers only at the applicable public offering price, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus. Broker/Dealer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements thereto). (d) Broker/Dealer agrees to purchase Fund’s shares from ADI or from Broker/Dealer customers. If Broker/Dealer purchases from ADI, Broker/Dealer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer from its customers; (b) for shares being acquired by Broker/Dealer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/Dealer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/Dealer’s employees or for investments in Individual Retirement Accounts established by Broker/Dealer’s employees, and if Broker/Dealer so advises ADI in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer agrees to waive all Broker/Dealer concessions, if any, to all sales of shares. If Broker/Dealer purchases shares from Broker/Dealer customers, Broker/Dealer agrees not to purchase shares from Broker/Dealer customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price to Broker/Dealer’s customers). (e) ADI will accept Broker/Dealer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI will not accept from Broker/Dealer a conditional order. All orders redeeming any shares shall be executed in accordance with Rule 22c-1 of the 1940 Act. All orders are subject to acceptance or rejection by ADI in its sole discretion. ADI reserves the right, at its discretion and without notice to the Broker/Dealer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (f) The transmission of orders will be governed by instructions that ADI will periodically issue to Broker/Dealer. Broker/Dealer must pay for Fund’s shares in ‘Federal Funds,’ and ADI must receive Broker/Dealer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934. If ADI does not receive Broker/Dealer’s payment on or before such settlement date, ADI may, without notice, cancel the sale, or, at ADI’s option, sell a Fund’s shares that Broker/Dealer ordered back to the issuing Fund. ADI will hold Broker/Dealer responsible for any loss suffered by ADI or the issuing Fund as a result of Broker/Dealer’s failure to make payment as required. (g) Broker/Dealer agrees to use the application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”). The application will be reviewed by ADI or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer hereby certifies that all of Broker/Dealer customers’ taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI or the Company by Broker/Dealer are correct and that ADI or the Company will not open an account without Broker/Dealer providing the Company’s Transfer Agent (“Transfer Agent”) with the customer’s TIN or SSN. (h) Broker/Dealer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (i) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer by the Transfer Agent.

Appears in 2 contracts

Samples: Broker Dealer Selling Agreement (Financial Investors Trust), Broker Dealer Selling Agreement (Stone Harbor Investment Funds)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable investors for Company’s 's shares as described herein. Subject to the performance by ADI of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI the Company contained herein, Broker/Dealer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s 's then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors for the duration of their investments. It is understood that the Broker/Dealer has no commitment with regard to the sale of the Company’s 's shares other than to use reasonable efforts and shall not prevent Broker/Dealer from acting as a selling agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/Dealer’s 's agency relationship with ADI hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s 's shares made prior to the date hereof by Broker/Dealer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s 's shares to Broker/Dealer’s 's customers, Broker/Dealer agrees to act as dealer for Broker/Dealer’s 's own account and in no transaction shall the Broker/Dealer have any authority to act or hold itself out as agent for ADI or the Company. ADI acknowledges that customers of Broker/Dealer who purchase Fund shares are the Broker/Dealer’s 's customers. Broker/Dealer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission ("SEC") and Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”"NASD"). (c) Broker/Dealer agrees to offer and sell each Fund’s 's shares to Broker/Dealer’s 's customers only at the applicable public offering price, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus. Broker/Dealer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements thereto). (d) Broker/Dealer agrees to purchase Fund’s 's shares from ADI or from Broker/Dealer customers. If Broker/Dealer purchases from ADI, Broker/Dealer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer from its customers; (b) for shares being acquired by Broker/Dealer’s 's customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/Dealer’s 's own bona fide investment; or (d) for investments by any Internal Revenue Service ("IRS") qualified plan or other trust established for the benefit of Broker/Dealer’s 's employees or for investments in Individual Retirement Accounts established by Broker/Dealer’s 's employees, and if Broker/Dealer so advises ADI in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer agrees to waive all Broker/Dealer concessions, if any, to all sales of shares. If Broker/Dealer purchases shares from Broker/Dealer customers, Broker/Dealer agrees not to purchase shares from Broker/Dealer customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer shall not withhold placing customers' orders for shares so as to profit the Broker/Dealer as a result of such withholding (e.g., to includeincludee, but not limited to, a change in a Fund’s 's net asset value from that used in determining the offering price to Broker/Dealer’s 's customers). (e) ADI will accept Broker/Dealer’s 's purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI will not accept from Broker/Dealer a conditional order. All orders redeeming any shares shall be executed in accordance with Rule 22c-1 of the 1940 Act. All orders are subject to acceptance or rejection by ADI in its sole discretion. ADI reserves the right, at its discretion and without notice to the Broker/Dealer, to suspend sales or to withdraw the offering of a Fund’s 's shares, in whole or in part, or to make a limited offering of any Fund’s 's shares. The minimum and maximum dollar amounts for purchase of a Fund’s 's shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s 's then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (f) The transmission of orders will be governed by instructions that ADI will periodically issue to Broker/Dealer. Broker/Dealer must pay for Fund’s 's shares in ‘Federal Funds,’ and ADI must receive Broker/Dealer’s 's payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934. If ADI does not receive Broker/Dealer’s 's payment on or before such settlement date, ADI may, without notice, cancel the sale, or, at ADI’s 's option, sell a Fund’s 's shares that Broker/Dealer ordered back to the issuing Fund. ADI will hold Broker/Dealer responsible for any loss suffered by ADI or the issuing Fund as a result of Broker/Dealer’s 's failure to make payment as required. (g) Broker/Dealer agrees to use the application provided with the Prospectus as the means of placing a customer’s 's order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation ("NSCC"). The application will be reviewed by ADI or the Company to determine that all information necessary to issue a Fund’s 's shares has been entered. Broker/Dealer hereby certifies that all of Broker/Dealer customers' taxpayer identification numbers ("TIN") or social security numbers ("SSN") furnished to ADI or the Company by Broker/Dealer are correct and that ADI or the Company will not open an account without Broker/Dealer providing the Company’s 's Transfer Agent ("Transfer Agent") with the customer’s 's TIN or SSN. (h) Broker/Dealer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (i) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agent. A confirmation statement evidencing transactions in a Fund’s 's shares will be transmitted to Broker/Dealer by the Transfer Agent.

Appears in 2 contracts

Samples: Broker Dealer Selling Agreement (Westcore Trust), Broker Dealer Selling Agreement (Westcore Trust)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable providing shareholder services to investors for acquiring Company’s shares as described herein. Subject to the performance by ADI the Distributor of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI the Distributor contained herein, Broker/Dealer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors shareholders for the duration of their investments. It is understood that the Broker/Dealer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer from acting as a selling an agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/Dealer’s agency relationship with ADI the Distributor hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s shares to Broker/Dealer’s customers, Broker/Dealer agrees to act as dealer for Broker/Dealer’s own account and in no transaction shall the Broker/Dealer have any authority to act or hold itself out as agent for ADI the Distributor or the Company, except for the limited purposes set forth under this Agreement. ADI The Distributor acknowledges that customers of Broker/Dealer who purchase Fund shares are the Broker/Dealer’s customers. Broker/Dealer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”). (c) Broker/Dealer agrees to offer and sell each Fund’s shares to Broker/Dealer’s customers only at the applicable public offering priceprice and in accordance with all applicable repurchase offers issued by the Fund, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus, to the extent applicable. Broker/Dealer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements Supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements Supplements thereto). (d) Broker/Dealer agrees to purchase Fund’s shares from ADI the Distributor or from Broker/Dealer Dealer’s customers. If Broker/Dealer purchases from ADIthe Distributor, Broker/Dealer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer from its customers; (b) for shares being acquired by Broker/Dealer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/Dealer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/Dealer’s employees or for investments in Individual Retirement Accounts established by Broker/Dealer’s employees, and if Broker/Dealer so advises ADI the Distributor in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer agrees to waive all Broker/Dealer concessions, if any, to all sales of shares. If Broker/Dealer purchases shares from Broker/Dealer Dealer’s customers, Broker/Dealer agrees not to purchase shares from Broker/Dealer Dealer’s customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price or repurchase offer price to Broker/Dealer’s customers). (e) ADI The Distributor will accept Broker/Dealer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI The Distributor will not accept from Broker/Dealer a conditional order. All orders redeeming any Broker/Dealer acknowledges that the Fund will adopt fundamental policies (which may not be changed without shareholder approval) to make periodic offers to purchase shares shall be executed (“repurchase offers”) in accordance with Rule 22c-1 23c-3 under the 1940 Act and as described in the Fund’s then current Prospectus. Repurchases of shares of the Fund will be made at the net asset value of such shares in accordance with the applicable repurchase offer and then current Prospectus, less any applicable charges and expenses for which the Fund has determined to charge shareholders as permitted by Rule 23c-3 of the 1940 Act. Broker/Dealer agrees to transmit to its customers any repurchase offer notification received from Distributor within the time period specified in the applicable Prospectus and in such notification, and to use its reasonable best efforts to transmit repurchase requests from its customers to the Fund or its transfer agent or other designee by the applicable repurchase request deadline as specified in the applicable Prospectus and such repurchase offer notification. (f) All orders are subject to acceptance or rejection by ADI the Distributor in its sole discretion. ADI The Distributor reserves the right, at its discretion and without notice to the Broker/Dealer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (fg) Broker/Dealer acknowledges and agrees that: (i) shares of the Fund will not be repurchased by the Fund (other than in accordance with Rule 23c-3 of the 0000 Xxx); (ii) no secondary market for the shares of the Fund exists currently or is anticipated to develop; therefore, the shares of the Fund have very limited liquidity; (iii) in the event one or more of Broker/Dealer’s customers cancel their order for shares of the Fund after confirmation, such shares may not be repurchased, remarketed or otherwise disposed of by or through Distributor; and (iv) any representations regarding a repurchase offer or other tender offer by the Fund, other than that which is specifically set forth in the Fund’s then-current Prospectus or repurchase offer notification issued by the Fund is prohibited. (h) In connection with Broker/Dealer’s recommendations to its customers regarding investment in a Fund, Broker/Dealer agrees to make appropriate disclosures to such customers regarding the risks associated with investing in the Fund, including, but not limited to: (i) shares of the Fund will not be listed on a public exchange; (ii) no secondary market is expected to develop for the Fund’s shares; (iii) liquidity for the Fund’s shares will be provided only through quarterly repurchase offers; (iv) there is no guarantee that an investor will be able to sell all the shares that the investor desires to sell in the repurchase offer; (v) an investor should consider an investment in the Fund to be of limited liquidity; (vi) investing in the Fund’s shares may be speculative and involves a high degree of risk; and (vii) an investor should carefully read the Fund’s Prospectus prior to investing in the Fund, including the risks associated with leverage. (i) The transmission of orders will be governed by instructions that ADI the Distributor will periodically issue to Broker/Dealer. Broker/Dealer must pay for Fund’s shares in ‘Federal Funds,’ and ADI the Distributor must receive Broker/Dealer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934, as amended. If ADI the Distributor does not receive Broker/Dealer’s payment on or before such settlement date, ADI the Distributor may, without notice, cancel the sale, or, at ADI’s option, sell a Fund’s shares that Broker/Dealer ordered back to the issuing Fund. ADI The Distributor will hold Broker/Dealer responsible for any loss suffered by ADI the Distributor or the issuing Fund as a result of Broker/Dealer’s failure to make payment as required. (gj) Broker/Dealer agrees to use the account application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”), to the extent applicable. The account application will be reviewed by ADI the Distributor or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer hereby certifies that all of Broker/Dealer customers’ Dealer’s customers taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI the Distributor or the Company by Broker/Dealer are correct and that ADI the Distributor or the Company will not open an account without Broker/Dealer providing the Company’s Transfer Agent transfer agent (“Transfer Agent”) with the customer’s TIN or SSN. (hk) Broker/Dealer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (il) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agentTransfer Agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer by the Transfer Agent.

Appears in 2 contracts

Samples: Broker Dealer Selling Agreement (1WS Credit Income Fund), Broker Dealer Selling Agreement (Broadstone Real Estate Access Fund, Inc.)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable investors for Company’s shares as described herein. Subject to the performance by ADI of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI contained herein, Broker/Dealer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus and/or SAI to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors for the duration of their investments. It is understood that the Broker/Dealer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer from acting as a selling agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/Dealer’s agency relationship with ADI hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s shares to Broker/Dealer’s customers, Broker/Dealer agrees to act as dealer for Broker/Dealer’s own account and in no transaction shall the Broker/Dealer have any authority to act or hold itself out as agent for ADI or the Company. ADI acknowledges that customers of Broker/Dealer who purchase Fund shares are the Broker/Dealer’s customers. Broker/Dealer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and the Financial Industry Regulatory Authority (“FINRA”), and in compliance with Section 12 of this Agreement. Broker/Dealer agrees to take full responsibility for the suitability and proper supervision of recommendations to its customers and to ensure that, to the extent its customers request a class of shares in a Fund different from what they already hold in the Fund, such customers are aware of the advantages and disadvantages of selecting one class of shares over other classes of shares and are aware of the available methods of Fund financing. (c) Broker/Dealer agrees to offer and sell each Fund’s shares to Broker/Dealer’s customers only at the applicable public offering price, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current ProspectusProspectus and/or SAI. Broker/Dealer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements thereto). Broker/Dealer will report quarterly to ADI on any cumulative or quantity discounts as a result of the offer and sale of the Fund’s shares. (d) Broker/Dealer agrees to purchase Fund’s shares from ADI or from Broker/Dealer customers. If Broker/Dealer purchases from ADI, Broker/Dealer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer from its customers; (b) for shares being acquired by Broker/Dealer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/Dealer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/Dealer’s employees or for investments in Individual Retirement Accounts established by Broker/Dealer’s employees, and if Broker/Dealer so advises ADI in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer agrees to waive all Broker/Dealer concessions, if any, to all sales of shares. If Broker/Dealer purchases shares from Broker/Dealer customers, Broker/Dealer agrees not to purchase shares from Broker/Dealer customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price to Broker/Dealer’s customers). (e) ADI will accept Broker/Dealer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. All purchase, redemption, and exchange orders regarding Fund shares (collectively, “orders”) shall be executed in accordance with Rule 22c-1 under the 1940 Act. On each day the New York Stock Exchange is open for business (a “Business Day”), Broker/Dealer shall accept and effect orders from its customers with respect to Fund shares. Broker/Dealer shall place orders for Fund shares only with ADI. Broker/Dealer shall date and time stamp all orders received and promptly transmit all orders to ADI in time for processing at the price next determined after receipt of the order by the Broker/Dealer, in accordance with the Prospectus. Broker/Dealer shall not aggregate orders received after 4:00 p.m. Eastern time (“Market Close”) with orders received before Market Close. Broker/Dealer warrants that its internal control structure concerning the processing and transmission of orders is reasonably designed to prevent or detect on a timely basis orders received after Market Close and to minimize errors that could result in late transmission of orders. Broker/Dealer shall clearly identify to ADI orders received before Market Close on the Business Day and distinguish such orders from orders received after Market Close on such Business Day. ADI will not accept from Broker/Dealer any order placed on a conditional order. All orders redeeming basis or subject to any shares shall be executed in accordance with Rule 22c-1 of the 1940 Actdelay or contingency prior to execution. All orders are subject to acceptance or rejection by ADI in its sole discretion. If a purchase order is not settled in accordance with this Section, then ADI may, without notice, cancel the transaction and Broker/Dealer shall be responsible for any resulting loss that ADI or the Company sustains. ADI reserves the right, at its discretion and without notice to the Broker/Dealer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (f) The transmission of orders will be governed by instructions that ADI will periodically issue to Broker/Dealer. Broker/Dealer must pay for Fund’s shares in ‘Federal Funds,’ , and ADI must receive Broker/Dealer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934. If ADI does not receive Broker/Dealer’s payment on or before such settlement date, ADI may, without notice, cancel the sale, or, at ADI’s option, sell a Fund’s shares that Broker/Dealer ordered back to the issuing Fund. ADI will hold Broker/Dealer responsible for any loss suffered by ADI or the issuing Fund as a result of Broker/Dealer’s failure to make payment as required. (g) Broker/Dealer agrees to use the application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”). The application will be reviewed by ADI or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer hereby certifies that all of Broker/Dealer customers’ taxpayer identification numbers (“TIN”) or ), social security numbers (“SSN”) or equivalent identification number furnished to ADI or the Company by Broker/Dealer are correct and agrees that ADI or the Company will not open an account without Broker/Dealer providing the Company’s Transfer Agent (“Transfer Agent”) with the customer’s TIN or SSNTIN, SSN or, if recognized by the Transfer Agent, equivalent identification number. (h) Broker/Dealer will comply with all applicable Federal ADI or a Fund may, in its sole discretion and state laws and with without liability to any person, reject a sale of shares in a jurisdiction where the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer will shares are not offer registered or may register the shares of any Fund for sale unless in such shares are duly registered under all the applicable securities laws, rules and regulationsjurisdiction. (i) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agentTransfer Agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer by the Transfer Agent. (j) Broker/Dealer agrees to collect or cause to be collected applicable redemption fees as described in the then-current Prospectus on all accounts opened with the Fund on an omnibus basis, and promptly remit such fees to ADI. (k) Broker/Dealer agrees to take such actions as may be appropriate to give effect to: (i) any conversion of shares as required by the then-current Prospectus; and (ii) any election by the Fund to redeem shares as permitted by the Prospectus.

Appears in 2 contracts

Samples: Broker Dealer Selling Agreement (Wilmington Funds), Broker Dealer Selling Agreement (Wilmington Funds)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer Servicer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable investors for Company’s 's shares as described herein. Subject to the performance by ADI of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI contained herein, Broker/Dealer Servicer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s 's then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors for the duration of their investments. It is understood that the Broker/Dealer Servicer has no commitment with regard to the sale of the Company’s 's shares other than to use reasonable efforts and shall not prevent Broker/Dealer Servicer from acting as a selling agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/Dealer’s Servicer's agency relationship with ADI hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s 's shares made prior to the date hereof by Broker/Dealer Servicer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s 's shares to Broker/Dealer’s Servicer's customers, Broker/Dealer Servicer agrees to act as dealer for Broker/Dealer’s Servicer's own account and in no transaction shall the Broker/Dealer Servicer have any authority to act or hold itself out as agent for ADI or the Company. ADI acknowledges that customers of Broker/Dealer Servicer who purchase Fund shares are the Broker/Dealer’s Servicer's customers. Broker/Dealer Servicer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission ("SEC") and Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”"NASD"). (c) Broker/Dealer Servicer agrees to offer and sell each Fund’s 's shares to Broker/Dealer’s Servicer's customers only at the applicable public offering price, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus. Broker/Dealer Servicer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements thereto). (d) Broker/Dealer Servicer agrees to purchase Fund’s 's shares from ADI or from Broker/Dealer Servicer customers. If Broker/Dealer Servicer purchases from ADI, Broker/Dealer Servicer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer Servicer from its customers; (b) for shares being acquired by Broker/Dealer’s Servicer's customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/Dealer’s Servicer's own bona fide investment; or (d) for investments by any Internal Revenue Service ("IRS") qualified plan or other trust established for the benefit of Broker/Dealer’s Servicer's employees or for investments in Individual Retirement Accounts established by Broker/Dealer’s Servicer's employees, and if Broker/Dealer Servicer so advises ADI in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer Servicer agrees to waive all Broker/Dealer Servicer concessions, if any, to all sales of shares. If Broker/Dealer Servicer purchases shares from Broker/Dealer Servicer customers, Broker/Dealer Servicer agrees not to purchase shares from Broker/Dealer Servicer customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer Servicer shall not withhold placing customers' orders for shares so as to profit the Broker/Dealer Servicer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s 's net asset value from that used in determining the offering price to Broker/Dealer’s Servicer's customers). (e) ADI will accept Broker/Dealer’s Servicer's purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI will not accept from Broker/Dealer Servicer a conditional order. All orders redeeming any shares shall be executed in accordance with Rule 22c-1 of the 1940 Act. All orders are subject to acceptance or rejection by ADI in its sole discretion. ADI reserves the right, at its discretion and without notice to the Broker/DealerServicer, to suspend sales or to withdraw the offering of a Fund’s 's shares, in whole or in part, or to make a limited offering of any Fund’s 's shares. The minimum and maximum dollar amounts for purchase of a Fund’s 's shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s 's then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (f) The transmission of orders will be governed by instructions that ADI will periodically issue to Broker/DealerServicer. Broker/Dealer Servicer must pay for Fund’s 's shares in ‘Federal Funds,’ and ADI must receive Broker/Dealer’s Servicer's payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934. If ADI does not receive Broker/Dealer’s Servicer's payment on or before such settlement date, ADI may, without notice, cancel the sale, or, at ADI’s 's option, sell a Fund’s 's shares that Broker/Dealer Servicer ordered back to the issuing Fund. ADI will hold Broker/Dealer Servicer responsible for any loss suffered by ADI or the issuing Fund as a result of Broker/Dealer’s Servicer's failure to make payment as required. (g) Broker/Dealer Servicer agrees to use the application provided with the Prospectus as the means of placing a customer’s 's order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation ("NSCC"). The application will be reviewed by ADI or the Company to determine that all information necessary to issue a Fund’s 's shares has been entered. Broker/Dealer Servicer hereby certifies that all of Broker/Dealer Servicer customers' taxpayer identification numbers ("TIN") or social security numbers ("SSN") furnished to ADI or the Company by Broker/Dealer Servicer are correct and that ADI or the Company will not open an account without Broker/Dealer Servicer providing the Company’s Transfer Agent 's transfer agent ("Transfer Agent") with the customer’s 's TIN or SSN. (h) Broker/Dealer Servicer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer Servicer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (i) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agent. A confirmation statement evidencing transactions in a Fund’s 's shares will be transmitted to Broker/Dealer Servicer by the Transfer Agenttransfer agent.

Appears in 2 contracts

Samples: Shareholder Servicing Agreement (Westcore Trust), Shareholder Servicing Agreement (Westcore Trust)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer Servicer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable investors for Company’s shares of the Funds as described herein. Subject to the performance by ADI of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI contained herein, Broker/Dealer Servicer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors for the duration of their investments. It is understood that the Broker/Dealer Servicer has no commitment with regard to the sale of the Company’s Funds’ shares other than to use reasonable efforts and this Agreement shall not prevent Broker/Dealer Servicer from acting as a selling agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/DealerServicer’s agency relationship with ADI hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer Servicer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s the Funds’ shares to Broker/DealerServicer’s customers, Broker/Dealer Servicer agrees to act as dealer for Broker/DealerServicer’s own account and in no transaction shall the Broker/Dealer Servicer have any authority to act or hold itself out as agent for ADI or the Company. ADI acknowledges that customers of Broker/Dealer Servicer who purchase Fund a Fund’s shares are the Broker/DealerServicer’s customers. Broker/Dealer Servicer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRANASD”). (c) Broker/Dealer Servicer agrees to offer and sell each Fund’s shares to Broker/DealerServicer’s customers only at the applicable public offering price, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus. Broker/Dealer Servicer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements thereto). (d) Broker/Dealer Servicer agrees to purchase each Fund’s shares only from ADI or from Broker/Dealer Servicer’s customers. If Broker/Dealer Servicer purchases shares of a Fund from ADI, Broker/Dealer Servicer agrees that all such purchases shall be made only: (a) to cover orders of shares of such Fund already received by Broker/Dealer Servicer from its customers; (b) for shares of such Fund being acquired by Broker/DealerServicer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a such Fund; (c) for Broker/DealerServicer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/DealerServicer’s employees or for investments in Individual Retirement Accounts established by Broker/DealerServicer’s employees, and if Broker/Dealer Servicer so advises ADI in writing prior to any sale of a Fund’s shares pursuant to this subparagraph (d), Broker/Dealer Servicer agrees to waive all Broker/Dealer Servicer concessions, if any, to all sales of shares. If Broker/Dealer Servicer purchases a Fund’s shares from Broker/Dealer Servicer customers, Broker/Dealer Servicer agrees not to purchase such shares from Broker/Dealer Servicer customers at a price lower than the applicable redemption priceprice for such Fund, determined in the manner described in the then-current Prospectus. Broker/Dealer Servicer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer Servicer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price to Broker/DealerServicer’s customers). (e) ADI will accept Broker/DealerServicer’s purchase orders for Fund shares only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI will not accept from Broker/Dealer Servicer a conditional order. All orders redeeming any Fund shares shall be executed in accordance with Rule 22c-1 of the 1940 Act. All orders are subject to acceptance or rejection by ADI in its sole discretion. ADI reserves the right, at its discretion and without notice to the Broker/DealerServicer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (f) The transmission of orders for Fund shares will be governed by instructions that ADI will periodically issue to Broker/DealerServicer. Broker/Dealer Servicer must pay for a Fund’s shares in ‘Federal Funds,’ and ADI must receive Broker/DealerServicer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934, as amended. If ADI does not receive Broker/DealerServicer’s payment on or before such settlement date, ADI may, without notice, cancel the sale, or, at ADI’s option, sell a Fund’s shares that Broker/Dealer Servicer ordered back to the issuing Fund. Servicer agrees to reimburse, indemnify and hold harmless each of ADI will hold Broker/Dealer responsible and the issuing Fund for any loss suffered by ADI or the issuing Fund as a result of Broker/DealerServicer’s failure to make payment as required. (g) Broker/Dealer Servicer agrees to use the application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”). The application will be reviewed by ADI or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer Servicer hereby certifies that all of Broker/Dealer Servicer customers’ taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI or the Company by Broker/Dealer Servicer are correct and that ADI or the Company will not open an account without Broker/Dealer Servicer providing the Company’s Transfer Agent transfer agent (“Transfer Agent”) with the customer’s TIN or SSN. (h) Broker/Dealer Servicer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer Servicer will not offer shares of any Fund for sale in any jurisdiction unless such shares are duly registered therein under all the applicable securities laws, rules and regulations. (i) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agentTransfer Agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer Servicer by the Transfer Agenttransfer agent.

Appears in 2 contracts

Samples: Shareholder Servicing Agreement (Heartland Group Inc), Shareholder Servicing Agreement (Heartland Group Inc)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer Servicer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable investors for Company’s shares as described herein. Subject to the performance by ADI the Distributor of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI the Distributor contained herein, Broker/Dealer Servicer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors shareholders for the duration of their investments. It is understood that the Broker/Dealer Servicer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer Servicer from acting as a selling an agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/DealerServicer’s agency relationship with ADI the Distributor hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer Servicer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s shares to Broker/DealerServicer’s customers, Broker/Dealer Servicer agrees to act as dealer for Broker/DealerServicer’s own account and in no transaction shall the Broker/Dealer Servicer have any authority to act or hold itself out as agent for ADI the Distributor or the CompanyCompany except for the limited purposes set forth under this Agreement. ADI The Distributor acknowledges that customers of Broker/Dealer Servicer who purchase Fund shares are the Broker/DealerServicer’s customers. Broker/Dealer Servicer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”). (c) Broker/Dealer Servicer agrees to offer and sell each Fund’s shares to Broker/DealerServicer’s customers only at the applicable public offering price, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus. Broker/Dealer Servicer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements Supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements Supplements thereto). (d) Broker/Dealer Servicer agrees to purchase Fund’s shares from ADI the Distributor or from Broker/Dealer Servicer’s customers. If Broker/Dealer Servicer purchases from ADIthe Distributor, Broker/Dealer Servicer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer Servicer from its customers; (b) for shares being acquired by Broker/DealerServicer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/DealerServicer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/DealerServicer’s employees or for investments in Individual Retirement Accounts established by Broker/DealerServicer’s employees, and if Broker/Dealer Servicer so advises ADI the Distributor in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer Servicer agrees to waive all Broker/Dealer Servicer concessions, if any, to all sales of shares. If Broker/Dealer Servicer purchases shares from Broker/Dealer Servicer’s customers, Broker/Dealer Servicer agrees not to purchase shares from Broker/Dealer Servicer’s customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer Servicer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer Servicer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price to Broker/DealerServicer’s customers). (e) ADI The Distributor will accept Broker/DealerServicer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI The Distributor will not accept from Broker/Dealer Servicer a conditional order. All orders redeeming any shares shall be executed in accordance with Rule 22c-1 of the 1940 Act. All orders are subject to acceptance or rejection by ADI the Distributor in its sole discretion. ADI The Distributor reserves the right, at its discretion and without notice to the Broker/DealerServicer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (f) The transmission of orders will be governed by instructions that ADI the Distributor will periodically issue to Broker/DealerServicer. Broker/Dealer Servicer must pay for Fund’s shares in ‘Federal Funds,’ and ADI the Distributor must receive Broker/DealerServicer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934. If ADI the Distributor does not receive Broker/DealerServicer’s payment on or before such settlement date, ADI the Distributor may, without notice, cancel the sale, or, at ADIthe Distributor’s option, sell a Fund’s shares that Broker/Dealer Servicer ordered back to the issuing Fund. ADI The Distributor will hold Broker/Dealer Servicer responsible for any loss suffered by ADI the Distributor or the issuing Fund as a result of Broker/DealerServicer’s failure to make payment as required. (g) Broker/Dealer Servicer agrees to use the account application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”). The account application will be reviewed by ADI the Distributor or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer Servicer hereby certifies that all of Broker/Dealer customers’ Servicer’s customers taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI the Distributor or the Company by Broker/Dealer Servicer are correct and that ADI the Distributor or the Company will not open an account without Broker/Dealer Servicer providing the Company’s Transfer Agent transfer agent (“Transfer Agent”) with the customer’s TIN or SSN. (h) Broker/Dealer Servicer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer Servicer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (i) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agentTransfer Agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer Servicer by the Transfer Agent.

Appears in 1 contract

Samples: Shareholder Servicing Agreement (Century Capital Management Trust)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable providing shareholder services to investors for acquiring the Company’s shares as described herein. Subject to the performance by ADI the Distributor of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI the Distributor contained herein, Broker/Dealer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors shareholders for the duration of their investments. It is understood that the Broker/Dealer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer from acting as a selling an agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/Dealer’s agency relationship with ADI the Distributor hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer shall be deemed made pursuant to this Agreement. (b) In offering and selling selling, respectively, of the Company’s shares to Broker/Dealer’s customers, Broker/Dealer agrees to act as dealer for Broker/Dealer’s own account and in no transaction shall the Broker/Dealer have any authority to act or hold itself out as agent for ADI the Distributor or the Company, except for the limited purposes set forth under this Agreement. ADI The Distributor acknowledges that customers of Broker/Dealer who purchase Fund shares are the Broker/Dealer’s customers. Broker/Dealer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”). (c) Broker/Dealer agrees to offer and sell each Fund’s shares to Broker/Dealer’s customers only at the applicable public offering priceprice and in accordance with all applicable repurchase offers issued by the Fund, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus, to the extent applicable. Broker/Dealer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then then-current Prospectus (including any supplements Supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements Supplements thereto). (d) Broker/Dealer agrees to purchase Fund’s shares from ADI the Distributor or from Broker/Dealer Dealer’s customers. If Broker/Dealer purchases shares from ADIthe Distributor, Broker/Dealer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer from its customers; (b) for shares being acquired by Broker/Dealer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/Dealer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/Dealer’s employees or for investments in Individual Retirement Accounts established by Broker/Dealer’s employees, and if Broker/Dealer so advises ADI the Distributor in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer agrees to waive all Broker/Dealer concessions, if any, to all sales of shares. If Broker/Dealer purchases shares from Broker/Dealer Dealer’s customers, Broker/Dealer agrees not to purchase shares from Broker/Dealer Dealer’s customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price or repurchase offer price to Broker/Dealer’s customers). (e) ADI The Distributor will accept Broker/Dealer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI The Distributor will not accept from Broker/Dealer a conditional order. All orders redeeming any Broker/Dealer acknowledges that the Fund will adopt fundamental policies (which may not be changed without shareholder approval) to make periodic offers to purchase shares shall be executed (“repurchase offers”) in accordance with Rule 22c-1 23c-3 under the 1940 Act and as described in the Fund’s then-current Prospectus. Repurchases of shares of the Fund will be made at the net asset value of such shares in accordance with the applicable repurchase offer and then-current Prospectus, less any applicable charges and expenses for which the Fund has determined to charge shareholders as permitted by Rule 23c-3 of the 1940 Act. Broker/Dealer agrees to transmit to its customers any repurchase offer notification received from Distributor within the time period specified in the applicable Prospectus and in such notification, and to use its reasonable best efforts to transmit repurchase requests from its customers to the Fund or its transfer agent or other designee by the applicable repurchase request deadline as specified in the applicable Prospectus and such repurchase offer notification. (f) All orders are subject to acceptance or rejection by ADI the Distributor in its sole discretion. ADI The Distributor reserves the right, at its discretion and without notice to the Broker/Dealer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (fg) Broker/Dealer acknowledges and agrees that: (i) shares of the Fund will not be repurchased by the Fund (other than in accordance with Rule 23c-3 of the 1000 Xxx); (ii) no secondary market for the shares of the Fund exists currently or is anticipated to develop; therefore, the shares of the Fund have very limited liquidity; (iii) in the event one or more of Broker/Dealer’s customers cancel their order for shares of the Fund after confirmation, such shares may not be repurchased, remarketed or otherwise disposed of by or through Distributor; and (iv) any representations regarding a repurchase offer or other tender offer by the Fund, other than that which is specifically set forth in the Fund’s then-current Prospectus or repurchase offer notification issued by the Fund is prohibited. (h) In connection with Broker/Dealer’s recommendations to its customers regarding investment in a Fund, Broker/Dealer agrees to make appropriate disclosures to such customers regarding the risks associated with investing in the Fund, including, but not limited to: (i) shares of the Fund will not be listed on a public exchange; (ii) no secondary market is expected to develop for the Fund’s shares; (iii) liquidity for the Fund’s shares will be provided only through quarterly repurchase offers; (iv) there is no guarantee that an investor will be able to sell all the shares that the investor desires to sell in the repurchase offer; (v) an investor should consider an investment in the Fund to be of limited liquidity; (vi) investing in the Fund’s shares may be speculative and involve a high degree of risk; and (vii) an investor should carefully read the Fund’s Prospectus prior to investing in the Fund, including the risks associated with leverage. (i) The transmission of orders will be governed by Statement of Operating Procedures attached to this Agreement as Appendix I and such other instructions that ADI will the Distributor may periodically issue to Broker/Dealer. Broker/Dealer must pay for Fund’s shares in ‘Federal Funds,’ and ADI the Distributor must receive Broker/Dealer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934, as amended. If ADI the Distributor does not receive Broker/Dealer’s payment on or before such settlement date, ADI the Distributor may, without notice, cancel the sale, or, at ADI’s option, sell a Fund’s shares that Broker/Dealer ordered back to the issuing Fund. ADI The Distributor will hold Broker/Dealer responsible for any loss suffered by ADI the Distributor or the issuing Fund as a result of Broker/Dealer’s failure to make payment as required. (gj) Broker/Dealer agrees to use the account application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”), to the extent applicable. The account application will be reviewed by ADI the Distributor or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer hereby certifies that all of Broker/Dealer Dealer’s customers’ respective taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI the Distributor or the Company by Broker/Dealer are correct and that ADI the Distributor or the Company will not open an account without Broker/Dealer providing the Company’s Transfer Agent transfer agent (“Transfer Agent”) with the customer’s TIN or SSN. (hk) Broker/Dealer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (il) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agentTransfer Agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer by the Transfer Agent.

Appears in 1 contract

Samples: Broker Dealer Selling Agreement (FS Multi-Alternative Income Fund)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable providing shareholder services to investors for acquiring Company’s shares as described herein. Subject to the performance by ADI the Distributor of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI the Distributor contained herein, Broker/Dealer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors shareholders for the duration of their investments. It is understood that the Broker/Dealer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer from acting as a selling an agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/Dealer’s agency relationship with ADI the Distributor hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s shares to Broker/Dealer’s customers, Broker/Dealer agrees to act as dealer for Broker/Dealer’s own account and in no transaction shall the Broker/Dealer have any authority to act or hold itself out as agent for ADI the Distributor or the Company, except for the limited purposes set forth under this Agreement. ADI The Distributor acknowledges that customers of Broker/Dealer who purchase Fund shares are the Broker/Dealer’s customers. Broker/Dealer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”). (c) Broker/Dealer agrees to offer and sell each Fund’s shares to Broker/Dealer’s customers only at the applicable public offering priceprice and in accordance with all applicable repurchase offers issued by the Fund, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus, to the extent applicable. Broker/Dealer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then then-current Prospectus (including any supplements Supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements Supplements thereto). (d) Broker/Dealer agrees to purchase Fund’s shares from ADI the Distributor or from Broker/Dealer Dealer’s customers. If Broker/Dealer purchases from ADIthe Distributor, Broker/Dealer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer from its customers; (b) for shares being acquired by Broker/Dealer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/Dealer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/Dealer’s employees or for investments in Individual Retirement Accounts established by Broker/Dealer’s employees, and if Broker/Dealer so advises ADI the Distributor in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer agrees to waive all Broker/Dealer concessions, if any, to all sales of shares. If Broker/Dealer purchases shares from Broker/Dealer Dealer’s customers, Broker/Dealer agrees not to purchase shares from Broker/Dealer Dealer’s customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price or repurchase offer price to Broker/Dealer’s customers). (e) ADI The Distributor will accept Broker/Dealer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI The Distributor will not accept from Broker/Dealer a conditional order. All orders redeeming any Broker/Dealer acknowledges that the Fund will adopt fundamental policies (which may not be changed without shareholder approval) to make periodic offers to purchase shares shall be executed (“repurchase offers”) in accordance with Rule 22c-1 23c-3 under the 1940 Act and as described in the Fund’s then-current Prospectus. Repurchases of shares of the Fund will be made at the net asset value of such shares in accordance with the applicable repurchase offer and then-current Prospectus, less any applicable charges and expenses for which the Fund has determined to charge shareholders as permitted by Rule 23c-3 of the 1940 Act. Broker/Dealer agrees to transmit to its customers any repurchase offer notification received from Distributor within the time period specified in the applicable Prospectus and in such notification, and to use its reasonable best efforts to transmit repurchase requests from its customers to the Fund or its transfer agent or other designee by the applicable repurchase request deadline as specified in the applicable Prospectus and such repurchase offer notification. (f) All orders are subject to acceptance or rejection by ADI the Distributor in its sole discretion. ADI The Distributor reserves the right, at its discretion and without notice to the Broker/Dealer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (fg) Broker/Dealer acknowledges and agrees that: (i) shares of the Fund will not be repurchased by the Fund (other than in accordance with Rule 23c-3 of the 0000 Xxx); (ii) no secondary market for the shares of the Fund exists currently or is anticipated to develop; therefore, the shares of the Fund have very limited liquidity; (iii) in the event one or more of Broker/Dealer’s customers cancel their order for shares of the Fund after confirmation, such shares may not be repurchased, remarketed or otherwise disposed of by or through Distributor; and (iv) any representations regarding a repurchase offer or other tender offer by the Fund, other than that which is specifically set forth in the Fund’s then-current Prospectus or repurchase offer notification issued by the Fund is prohibited. (h) In connection with Broker/Dealer’s recommendations to its customers regarding investment in a Fund, Broker/Dealer agrees to make appropriate disclosures to such customers regarding the risks associated with investing in the Fund, including, but not limited to: (i) shares of the Fund will not be listed on a public exchange; (ii) no secondary market is expected to develop for the Fund’s shares; (iii) liquidity for the Fund’s shares will be provided only through quarterly repurchase offers; (iv) there is no guarantee that an investor will be able to sell all the shares that the investor desires to sell in the repurchase offer; (v) an investor should consider an investment in the Fund to be of limited liquidity; (vi) investing in the Fund’s shares may be speculative and involve a high degree of risk; and (vii) an investor should carefully read the Fund’s Prospectus prior to investing in the Fund, including the risks associated with leverage. (i) The transmission of orders will be governed by Statement of Operating Procedures attached to this Agreement as Appendix I and such other instructions that ADI will the Distributor may periodically issue to Broker/Dealer. Broker/Dealer must pay for Fund’s shares in ‘Federal Funds,’ and ADI the Distributor must receive Broker/Dealer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934, as amended. If ADI the Distributor does not receive Broker/Dealer’s payment on or before such settlement date, ADI the Distributor may, without notice, cancel the sale, or, at ADI’s option, sell a Fund’s shares that Broker/Dealer ordered back to the issuing Fund. ADI The Distributor will hold Broker/Dealer responsible for any loss suffered by ADI the Distributor or the issuing Fund as a result of Broker/Dealer’s failure to make payment as required. (gj) Broker/Dealer agrees to use the account application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”), to the extent applicable. The account application will be reviewed by ADI the Distributor or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer hereby certifies that all of Broker/Dealer Dealer’s customers’ respective taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI the Distributor or the Company by Broker/Dealer are correct and that ADI the Distributor or the Company will not open an account without Broker/Dealer providing the Company’s Transfer Agent transfer agent (“Transfer Agent”) with the customer’s TIN or SSN. (hk) Broker/Dealer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (il) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agentTransfer Agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer by the Transfer Agent.

Appears in 1 contract

Samples: Broker Dealer Selling Agreement (FS Energy Total Return Fund)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable investors for Company’s shares as described herein. Subject to the performance by ADI of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI the Company contained herein, Broker/Dealer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors for the duration of their investments. It is understood that the Broker/Dealer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer from acting as a selling agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/Dealer’s agency relationship with ADI hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s shares to Broker/Dealer’s customers, Broker/Dealer agrees to act as dealer for Broker/Dealer’s own account and in no transaction shall the Broker/Dealer have any authority to act or hold itself out as agent for ADI or the Company. ADI acknowledges that customers of Broker/Dealer who purchase Fund shares are the Broker/Dealer’s customers. Broker/Dealer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRANASD”). (c) Broker/Dealer agrees to offer and sell each Fund’s shares to Broker/Dealer’s customers only at the applicable public offering price, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus. Broker/Dealer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements thereto). (d) Broker/Dealer agrees to purchase Fund’s shares from ADI or from Broker/Dealer customers. If Broker/Dealer purchases from ADI, Broker/Dealer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer from its customers; (b) for shares being acquired by Broker/Dealer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/Dealer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/Dealer’s employees or for investments in Individual Retirement Accounts established by Broker/Dealer’s employees, and if Broker/Dealer so advises ADI in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer agrees to waive all Broker/Dealer concessions, if any, to all sales of shares. If Broker/Dealer purchases shares from Broker/Dealer customers, Broker/Dealer agrees not to purchase shares from Broker/Dealer customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer as a result of such withholding (e.g., to includeincludee, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price to Broker/Dealer’s customers). (e) ADI will accept Broker/Dealer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI will not accept from Broker/Dealer a conditional order. All orders redeeming any shares shall be executed in accordance with Rule 22c-1 of the 1940 Act. All orders are subject to acceptance or rejection by ADI in its sole discretion. ADI reserves the right, at its discretion and without notice to the Broker/Dealer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (f) The transmission of orders will be governed by instructions that ADI will periodically issue to Broker/Dealer. Broker/Dealer must pay for Fund’s shares in ‘Federal Funds,’ and ADI must receive Broker/Dealer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934. If ADI does not receive Broker/Dealer’s payment on or before such settlement date, ADI may, without notice, cancel the sale, or, at ADI’s option, sell a Fund’s shares that Broker/Dealer ordered back to the issuing Fund. ADI will hold Broker/Dealer responsible for any loss suffered by ADI or the issuing Fund as a result of Broker/Dealer’s failure to make payment as required. (g) Broker/Dealer agrees to use the application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”). The application will be reviewed by ADI or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer hereby certifies that all of Broker/Dealer customers’ taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI or the Company by Broker/Dealer are correct and that ADI or the Company will not open an account without Broker/Dealer providing the Company’s Transfer Agent transfer agent (“Transfer Agent”) with the customer’s TIN or SSN. (h) Broker/Dealer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (i) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer by the Transfer Agenttransfer agent.

Appears in 1 contract

Samples: Broker Dealer Selling Agreement (Stewart W P & Co Growth Fund Inc)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable investors for Company’s shares as described herein. Subject to the performance by ADI of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI contained herein, Broker/Dealer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors for the duration of their investments. It is understood that the Broker/Dealer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer from acting as a selling agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/Dealer’s agency relationship with ADI hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s shares to Broker/Dealer’s customers, Broker/Dealer agrees to act as dealer for Broker/Dealer’s own account and in no transaction shall the Broker/Dealer have any authority to act or hold itself out as agent for ADI or the Company. ADI acknowledges that customers of Broker/Dealer who purchase Fund shares are the Broker/Dealer’s customers. Broker/Dealer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”), and in compliance with Section 12 of this Agreement. (c) Broker/Dealer agrees to offer and sell each Fund’s shares to Broker/Dealer’s customers only at the applicable public offering price, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus. Broker/Dealer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements thereto). Broker/Dealer will report quarterly to ADI on any cumulative or quantity discounts as a result of the offer and sale of the Fund’s shares. (d) Broker/Dealer agrees to purchase Fund’s shares from ADI or from Broker/Dealer customers. If Broker/Dealer purchases from ADI, Broker/Dealer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer from its customers; (b) for shares being acquired by Broker/Dealer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/Dealer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/Dealer’s employees or for investments in Individual Retirement Accounts established by Broker/Dealer’s employees, and if Broker/Dealer so advises ADI in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer agrees to waive all Broker/Dealer concessions, if any, to all sales of shares. If Broker/Dealer purchases shares from Broker/Dealer customers, Broker/Dealer agrees not to purchase shares from Broker/Dealer customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price to Broker/Dealer’s customers). (e) ADI will accept Broker/Dealer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI will not accept from Broker/Dealer a conditional order. All purchase and sale orders redeeming any shares shall be executed in accordance with Rule 22c-1 of the 1940 Act. All orders are subject to acceptance or rejection by ADI in its sole discretion. If a purchase order is not settled in accordance with this Section, then ADI may, without notice, cancel the transaction and Broker/Dealer shall be responsible for any resulting loss that ADI or the Company sustains. ADI reserves the right, at its discretion and without notice to the Broker/Dealer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (f) The transmission of orders will be governed by instructions that ADI will periodically issue to Broker/Dealer. Broker/Dealer must pay for Fund’s shares in ‘Federal Funds,’ and ADI must receive Broker/Dealer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934. If ADI does not receive Broker/Dealer’s payment on or before such settlement date, ADI may, without notice, cancel the sale, or, at ADI’s option, sell a Fund’s shares that Broker/Dealer ordered back to the issuing Fund. ADI will hold Broker/Dealer responsible for any loss suffered by ADI or the issuing Fund as a result of Broker/Dealer’s failure to make payment as required. (g) Broker/Dealer agrees to use the application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”). The application will be reviewed by ADI or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer hereby certifies that all of Broker/Dealer customers’ taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI or the Company by Broker/Dealer are correct and agrees that ADI or the Company will not open an account without Broker/Dealer providing the Company’s Transfer Agent (“Transfer Agent”) with the customer’s TIN or SSN. (h) Broker/Dealer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (i) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agentTransfer Agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer by the Transfer Agent. (j) Broker/Dealer agrees to collect or cause to be collected an applicable redemption fees as described in the then-current Prospectus on all accounts opened with the Fund on an omnibus basis, and promptly remit such fees to ADI. (k) Broker/Dealer agrees to take such actions as may be appropriate to give effect to: (i) any conversion of shares as required by the then-current Prospectus; and (ii) any election by the Fund to redeem shares as permitted by the Prospectus.

Appears in 1 contract

Samples: Broker Dealer Selling Agreement (MTB Funds)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable investors for Company’s shares as described herein. Subject to the performance by ADI the Distributor of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI the Distributor contained herein, Broker/Dealer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors shareholders for the duration of their investments. It is understood that the Broker/Dealer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer from acting as a selling an agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/Dealer’s agency relationship with ADI the Distributor hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s shares to Broker/Dealer’s customers, Broker/Dealer agrees to act as dealer for Broker/Dealer’s own account and in no transaction shall the Broker/Dealer have any authority to act or hold itself out as agent for ADI the Distributor or the Company, except for the limited purposes set forth under this Agreement. ADI The Distributor acknowledges that customers of Broker/Dealer who purchase Fund shares are the Broker/Dealer’s customers. Broker/Dealer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”). (c) Broker/Dealer agrees to offer and sell each Fund’s shares to Broker/Dealer’s customers only at the applicable public offering price, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus. Broker/Dealer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements thereto). (d) Broker/Dealer agrees to purchase Fund’s shares from ADI the Distributor or from Broker/Dealer customers. If Broker/Dealer purchases from ADIthe Distributor, Broker/Dealer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer from its customers; (b) for shares being acquired by Broker/Dealer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/Dealer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/Dealer’s employees or for investments in Individual Retirement Accounts established by Broker/Dealer’s employees, and if Broker/Dealer so advises ADI the Distributor in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer agrees to waive all Broker/Dealer concessions, if any, to all sales of shares. If Broker/Dealer purchases shares from Broker/Dealer customers, Broker/Dealer agrees not to purchase shares from Broker/Dealer customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price to Broker/Dealer’s customers). (e) ADI The Distributor will accept Broker/Dealer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI The Distributor will not accept from Broker/Dealer a conditional order. All orders redeeming any shares shall be executed in accordance with Rule 22c-1 of the 1940 Act. All orders are subject to acceptance or rejection by ADI the Distributor in its sole discretion. ADI The Distributor reserves the right, at its discretion and without notice to the Broker/Dealer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (f) The transmission of orders will be governed by instructions that ADI the Distributor will periodically issue to Broker/Dealer. Broker/Dealer must pay for Fund’s shares in ‘Federal Funds,’ and ADI the Distributor must receive Broker/Dealer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934. If ADI the Distributor does not receive Broker/Dealer’s payment on or before such settlement date, ADI the Distributor may, without notice, cancel the sale, or, at ADIthe Distributor’s option, sell a Fund’s shares that Broker/Dealer ordered back to the issuing Fund. ADI The Distributor will hold Broker/Dealer responsible for any loss suffered by ADI the Distributor or the issuing Fund as a result of Broker/Dealer’s failure to make payment as required. (g) Broker/Dealer agrees to use the account application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”). The account application will be reviewed by ADI the Distributor or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer hereby certifies that all of Broker/Dealer customers’ taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI the Distributor or the Company by Broker/Dealer are correct and that ADI the Distributor or the Company will not open an account without Broker/Dealer providing the Company’s Transfer Agent transfer agent (“Transfer Agent”) with the customer’s TIN or SSN. (h) Broker/Dealer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (i) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agentTransfer Agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer by the Transfer Agent.

Appears in 1 contract

Samples: Broker Dealer Selling Agreement (Whitebox Mutual Funds)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable providing shareholder services to investors for acquiring Company’s shares as described herein. Subject to the performance by ADI the Distributor of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI the Distributor contained herein, Broker/Dealer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors shareholders for the duration of their investments. It is understood that the Broker/Dealer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer from acting as a selling an agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/Dealer’s agency relationship with ADI the Distributor hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s shares to Broker/Dealer’s customers, Broker/Dealer agrees to act as dealer for Broker/Dealer’s own account and in no transaction shall the Broker/Dealer have any authority to act or hold itself out as agent for ADI the Distributor or the Company, except for the limited purposes set forth under this Agreement. ADI The Distributor acknowledges that customers of Broker/Dealer who purchase Fund shares are the Broker/Dealer’s customers. Broker/Dealer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”). (c) Broker/Dealer agrees to offer and sell each Fund’s shares to Broker/Dealer’s customers only at the applicable public offering priceprice and in accordance with all applicable repurchase offers issued by the Fund, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus, to the extent applicable. Broker/Dealer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements Supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements Supplements thereto). (d) Broker/Dealer agrees to purchase Fund’s shares from ADI the Distributor or from Broker/Dealer Dealer’s customers. If Broker/Dealer purchases from ADIthe Distributor, Broker/Dealer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer from its customers; (b) for shares being acquired by Broker/Dealer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/Dealer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/Dealer’s employees or for investments in Individual Retirement Accounts established by Broker/Dealer’s employees, and if Broker/Dealer so advises ADI the Distributor in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer agrees to waive all Broker/Dealer concessions, if any, to all sales of shares. If Broker/Dealer purchases shares from Broker/Dealer Dealer’s customers, Broker/Dealer agrees not to purchase shares from Broker/Dealer Dealer’s customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price or repurchase offer price to Broker/Dealer’s customers). (e) ADI The Distributor will accept Broker/Dealer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI The Distributor will not accept from Broker/Dealer a conditional order. All orders redeeming any Broker/Dealer acknowledges that the Fund will adopt fundamental policies (which may not be changed without shareholder approval) to make periodic offers to purchase shares shall be executed (“repurchase offers”) in accordance with Rule 22c-1 23c-3 under the 1940 Act and as described in the Fund’s then current Prospectus. Repurchases of shares of the Fund will be made at the net asset value of such shares in accordance with the applicable repurchase offer and then current Prospectus, less any applicable charges and expenses for which the Fund has determined to charge shareholders as permitted by Rule 23c-3 of the 1940 Act. Broker/Dealer agrees to transmit to its customers any repurchase offer notification received from Distributor within the time period specified in the applicable Prospectus and in such notification, and to use its reasonable best efforts to transmit repurchase requests from its customers to the Fund or its transfer agent or other designee by the applicable repurchase request deadline as specified in the applicable Prospectus and such repurchase offer notification. (f) All orders are subject to acceptance or rejection by ADI the Distributor in its sole discretion. ADI The Distributor reserves the right, at its discretion and without notice to the Broker/Dealer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (f) The transmission of orders will be governed by instructions that ADI will periodically issue to Broker/Dealer. Broker/Dealer must pay for Fund’s shares in ‘Federal Funds,’ and ADI must receive Broker/Dealer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934. If ADI does not receive Broker/Dealer’s payment on or before such settlement date, ADI may, without notice, cancel the sale, or, at ADI’s option, sell a Fund’s shares that Broker/Dealer ordered back to the issuing Fund. ADI will hold Broker/Dealer responsible for any loss suffered by ADI or the issuing Fund as a result of Broker/Dealer’s failure to make payment as required. (g) Broker/Dealer agrees to use the application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”Exhibit 99(h)(3). The application will be reviewed by ADI or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer hereby certifies that all of Broker/Dealer customers’ taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI or the Company by Broker/Dealer are correct and that ADI or the Company will not open an account without Broker/Dealer providing the Company’s Transfer Agent (“Transfer Agent”) with the customer’s TIN or SSN. (h) Broker/Dealer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (i) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer by the Transfer Agent.

Appears in 1 contract

Samples: Broker Dealer Selling Agreement (Griffin Institutional Access Credit Fund)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable investors for Company’s shares as described herein. Subject to the performance by ADI the Distributor of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI the Distributor contained herein, Broker/Dealer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors shareholders for the duration of their investments. It is understood that the Broker/Dealer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer from acting as a selling an agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/Dealer’s agency relationship with ADI the Distributor hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s shares to Broker/Dealer’s customers, Broker/Dealer agrees to act as dealer for Broker/Dealer’s own account and in no transaction shall the Broker/Dealer have any authority to act or hold itself out as agent for ADI the Distributor or the Company, except for the limited purposes set forth under this Agreement. ADI The Distributor acknowledges that customers of Broker/Dealer who purchase Fund shares are the Broker/Dealer’s customers. Broker/Dealer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”).. 2011-09-ALPS (c) Broker/Dealer agrees to offer and sell each Fund’s shares to Broker/Dealer’s customers only at the applicable public offering price, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus. Broker/Dealer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements Supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements Supplements thereto). (d) Broker/Dealer agrees to purchase Fund’s shares from ADI the Distributor or from Broker/Dealer Dealer’s customers. If Broker/Dealer purchases from ADIthe Distributor, Broker/Dealer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer from its customers; (b) for shares being acquired by Broker/Dealer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/Dealer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/Dealer’s employees or for investments in Individual Retirement Accounts established by Broker/Dealer’s employees, and if Broker/Dealer so advises ADI the Distributor in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer agrees to waive all Broker/Dealer concessions, if any, to all sales of shares. If Broker/Dealer purchases shares from Broker/Dealer Dealer’s customers, Broker/Dealer agrees not to purchase shares from Broker/Dealer Dealer’s customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price to Broker/Dealer’s customers). (e) ADI The Distributor will accept Broker/Dealer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI The Distributor will not accept from Broker/Dealer a conditional order. All orders redeeming any shares shall be executed in accordance with Rule 22c-1 of the 1940 Act. All orders are subject to acceptance or rejection by ADI the Distributor in its sole discretion. ADI The Distributor reserves the right, at its discretion and without notice to the Broker/Dealer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (f) The transmission of orders will be governed by instructions that ADI the Distributor will periodically issue to Broker/Dealer. Broker/Dealer must pay for Fund’s shares in ‘Federal Funds,’ and ADI the Distributor must receive Broker/Dealer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934. If ADI the Distributor does not receive Broker/Dealer’s payment on or before such settlement date, ADI the Distributor may, without notice, cancel the sale, or, at ADIthe Distributor’s option, sell a Fund’s shares that Broker/Dealer ordered back to the issuing Fund. ADI The Distributor will hold Broker/Dealer responsible for any loss suffered by ADI the Distributor or the issuing Fund as a result of Broker/Dealer’s failure to make payment as required.. 2011-09-ALPS (g) Broker/Dealer agrees to use the account application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”). The account application will be reviewed by ADI the Distributor or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer hereby certifies that all of Broker/Dealer customers’ Dealer’s customers taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI the Distributor or the Company by Broker/Dealer are correct and that ADI the Distributor or the Company will not open an account without Broker/Dealer providing the Company’s Transfer Agent transfer agent (“Transfer Agent”) with the customer’s TIN or SSN. (h) Broker/Dealer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (i) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agentTransfer Agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer by the Transfer Agent.

Appears in 1 contract

Samples: Broker Dealer Selling Agreement (Meridian Fund Inc)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer Servicer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable investors for Company’s shares as described herein. Subject to the performance by ADI of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI contained herein, Broker/Dealer Servicer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors for the duration of their investments. It is understood that the Broker/Dealer Servicer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer Servicer from acting as a selling agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/DealerServicer’s agency relationship with ADI hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer Servicer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s shares to Broker/DealerServicer’s customers, Broker/Dealer Servicer agrees to act as dealer for Broker/DealerServicer’s own account and in no transaction shall the Broker/Dealer Servicer have any authority to act or hold itself out as agent for ADI or the Company. ADI acknowledges that customers of Broker/Dealer Servicer who purchase Fund shares are the Broker/DealerServicer’s customers. Broker/Dealer Servicer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRANASD”). (c) Broker/Dealer Servicer agrees to offer and sell each Fund’s shares to Broker/DealerServicer’s customers only at the applicable public offering price, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus. Broker/Dealer Servicer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements thereto). (d) Broker/Dealer Servicer agrees to purchase Fund’s shares from ADI or from Broker/Dealer Servicer customers. If Broker/Dealer Servicer purchases from ADI, Broker/Dealer Servicer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer Servicer from its customers; (b) for shares being acquired by Broker/DealerServicer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/DealerServicer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/DealerServicer’s employees or for investments in Individual Retirement Accounts established by Broker/DealerServicer’s employees, and if Broker/Dealer Servicer so advises ADI in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer Servicer agrees to waive all Broker/Dealer Servicer concessions, if any, to all sales of shares. If Broker/Dealer Servicer purchases shares from Broker/Dealer Servicer customers, Broker/Dealer Servicer agrees not to purchase shares from Broker/Dealer Servicer customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer Servicer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer Servicer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price to Broker/DealerServicer’s customers). (e) ADI will accept Broker/DealerServicer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI will not accept from Broker/Dealer Servicer a conditional order. All orders redeeming any shares shall be executed in accordance with Rule 22c-1 of the 1940 Act. All orders are subject to acceptance or rejection by ADI in its sole discretion. ADI reserves the right, at its discretion and without notice to the Broker/DealerServicer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (f) The transmission of orders will be governed by instructions that ADI will periodically issue to Broker/DealerServicer. Broker/Dealer Servicer must pay for Fund’s shares in ‘Federal Funds,’ and ADI must receive Broker/DealerServicer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934. If ADI does not receive Broker/DealerServicer’s payment on or before such settlement date, ADI may, without notice, cancel the sale, or, at ADI’s option, sell a Fund’s shares that Broker/Dealer Servicer ordered back to the issuing Fund. ADI will hold Broker/Dealer Servicer responsible for any loss suffered by ADI or the issuing Fund as a result of Broker/DealerServicer’s failure to make payment as required. (g) Broker/Dealer Servicer agrees to use the application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”). The application will be reviewed by ADI or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer Servicer hereby certifies that all of Broker/Dealer Servicer customers’ taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI or the Company by Broker/Dealer Servicer are correct and that ADI or the Company will not open an account without Broker/Dealer Servicer providing the Company’s Transfer Agent transfer agent (“Transfer Agent”) with the customer’s TIN or SSN. (h) Broker/Dealer Servicer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer Servicer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (i) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer Servicer by the Transfer Agenttransfer agent.

Appears in 1 contract

Samples: Shareholder Servicing Agreement (Financial Investors Trust)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable investors for Company’s shares as described herein. Subject to the performance by ADI of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI the Company contained herein, Broker/Dealer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors for the duration of their investments. It is understood that the Broker/Dealer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer from acting as a selling agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/Dealer’s agency relationship with ADI hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s shares to Broker/Dealer’s customers, Broker/Dealer agrees to act as dealer for Broker/Dealer’s own account and in no transaction shall the Broker/Dealer have any authority to act or hold itself out as agent for ADI or the Company. ADI acknowledges that customers of Broker/Dealer who purchase Fund shares are the Broker/Dealer’s customers. Broker/Dealer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRANASD”). (c) Broker/Dealer agrees to offer and sell each Fund’s shares to Broker/Dealer’s customers only at the applicable public offering price, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus. Broker/Dealer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements thereto). (d) Broker/Dealer agrees to purchase Fund’s shares from ADI or from Broker/Dealer customers. If Broker/Dealer purchases from ADI, Broker/Dealer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer from its customers; (b) for shares being acquired by Broker/Dealer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/Dealer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/Dealer’s employees or for investments in Individual Retirement Accounts established by Broker/Dealer’s employees, and if Broker/Dealer so advises ADI in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer agrees to waive all Broker/Dealer concessions, if any, to all sales of shares. If Broker/Dealer purchases shares from Broker/Dealer customers, Broker/Dealer agrees not to purchase shares from Broker/Dealer customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price to Broker/Dealer’s customers). (e) ADI will accept Broker/Dealer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI will not accept from Broker/Dealer a conditional order. All orders redeeming any shares shall be executed in accordance with Rule 22c-1 of the 1940 Act. All orders are subject to acceptance or rejection by ADI in its sole discretion. ADI reserves the right, at its discretion and without notice to the Broker/Dealer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (f) The transmission of orders will be governed by instructions that ADI will periodically issue to Broker/Dealer. Broker/Dealer must pay for Fund’s shares in ‘Federal Funds,’ and ADI must receive Broker/Dealer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934. If ADI does not receive Broker/Dealer’s payment on or before such settlement date, ADI may, without notice, cancel the sale, or, at ADI’s option, sell a Fund’s shares that Broker/Dealer ordered back to the issuing Fund. ADI will hold Broker/Dealer responsible for any loss suffered by ADI or the issuing Fund as a result of Broker/Dealer’s failure to make payment as required. (g) Broker/Dealer agrees to use the application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”). The application will be reviewed by ADI or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer hereby certifies that all of Broker/Dealer customers’ taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI or the Company by Broker/Dealer are correct and that ADI or the Company will not open an account without Broker/Dealer providing the Company’s Transfer Agent (“Transfer Agent”) with the customer’s TIN or SSN. (h) Broker/Dealer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (i) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer by the Transfer Agent.

Appears in 1 contract

Samples: Broker Dealer Selling Agreement (Westcore Trust)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer Servicer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable investors for Company’s shares as described herein. Subject to the performance by ADI the Distributor of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI the Distributor contained herein, Broker/Dealer Servicer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors shareholders for the duration of their investments. It is understood that the Broker/Dealer Servicer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer Servicer from acting as a selling an agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/DealerServicer’s agency relationship with ADI the Distributor hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer Servicer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s shares to Broker/DealerServicer’s customers, Broker/Dealer Servicer agrees to act as dealer for Broker/DealerServicer’s own account and in no transaction shall the Broker/Dealer Servicer have any authority to act or hold itself out as agent for ADI the Distributor or the Company, except for the limited purposes set forth under this Agreement. ADI The Distributor acknowledges that customers of Broker/Dealer Servicer who purchase Fund shares are the Broker/DealerServicer’s customers. Broker/Dealer Servicer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”). (c) Broker/Dealer Servicer agrees to offer and sell each Fund’s shares to Broker/DealerServicer’s customers only at the applicable public offering price, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus. Broker/Dealer Servicer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements Supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements Supplements thereto). (d) Broker/Dealer Servicer agrees to purchase Fund’s shares from ADI the Distributor or from Broker/Dealer Servicer’s customers. If Broker/Dealer Servicer purchases from ADIthe Distributor, Broker/Dealer Servicer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer Servicer from its customers; (b) for shares being acquired by Broker/DealerServicer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/DealerServicer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/DealerServicer’s employees or for investments in Individual Retirement Accounts established by Broker/DealerServicer’s employees, and if Broker/Dealer Servicer so advises ADI the Distributor in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer Servicer agrees to waive all Broker/Dealer Servicer concessions, if any, to all sales of shares. If Broker/Dealer Servicer purchases shares from Broker/Dealer Servicer’s customers, Broker/Dealer Servicer agrees not to purchase shares from Broker/Dealer Servicer’s customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer Servicer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer Servicer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price to Broker/DealerServicer’s customers). (e) ADI The Distributor will accept Broker/DealerServicer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI The Distributor will not accept from Broker/Dealer Servicer a conditional order. All orders redeeming any shares shall be executed in accordance with Rule 22c-1 of the 1940 Act. All orders are subject to acceptance or rejection by ADI the Distributor in its sole discretion. ADI The Distributor reserves the right, at its discretion and without notice to the Broker/DealerServicer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (f) The transmission of orders will be governed by instructions that ADI the Distributor will periodically issue to Broker/DealerServicer. Broker/Dealer Servicer must pay for Fund’s shares in ‘Federal Funds,’ and ADI the Distributor must receive Broker/DealerServicer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934, as amended. If ADI the Distributor does not receive Broker/DealerServicer’s payment on or before such settlement date, ADI the Distributor may, without notice, cancel the sale, or, at ADIthe Distributor’s option, sell a Fund’s shares that Broker/Dealer Servicer ordered back to the issuing Fund. ADI The Distributor will hold Broker/Dealer Servicer responsible for any loss suffered by ADI the Distributor or the issuing Fund as a result of Broker/DealerServicer’s failure to make payment as required. (g) Broker/Dealer Servicer agrees to use the account application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”). The account application will be reviewed by ADI the Distributor or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer Servicer hereby certifies that all of Broker/Dealer customers’ Servicer’s customers taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI the Distributor or the Company by Broker/Dealer Servicer are correct and that ADI the Distributor or the Company will not open an account without Broker/Dealer Servicer providing the Company’s Transfer Agent transfer agent (“Transfer Agent”) with the customer’s TIN or SSN.. 2020-06-FIT AAI (h) Broker/Dealer Servicer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer Servicer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (i) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agentTransfer Agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer Servicer by the Transfer Agent.

Appears in 1 contract

Samples: Shareholder Servicing Selling Agreement (Financial Investors Trust)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable providing shareholder services to investors for acquiring Company’s shares as described herein. Subject to the performance by ADI the Distributor of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI the Distributor contained herein, Broker/Dealer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors shareholders for the duration of their investments. It is understood that the Broker/Dealer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer from acting as a selling an agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/Dealer’s agency relationship with ADI the Distributor hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer shall be deemed made pursuant to this Agreement.. 2011-09-ALPS (b) In offering and selling Company’s shares to Broker/Dealer’s customers, Broker/Dealer agrees to act as dealer for Broker/Dealer’s own account and in no transaction shall the Broker/Dealer have any authority to act or hold itself out as agent for ADI the Distributor or the Company, except for the limited purposes set forth under this Agreement. ADI The Distributor acknowledges that customers of Broker/Dealer who purchase Fund shares are the Broker/Dealer’s customers. Broker/Dealer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”). (c) Broker/Dealer agrees to offer and sell each Fund’s shares to Broker/Dealer’s customers only at the applicable public offering priceprice and in accordance with all applicable repurchase offers issued by the Fund, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus, to the extent applicable. Broker/Dealer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements Supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements Supplements thereto). (d) Broker/Dealer agrees to purchase Fund’s shares from ADI the Distributor or from Broker/Dealer Dealer’s customers. If Broker/Dealer purchases from ADIthe Distributor, Broker/Dealer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer from its customers; (b) for shares being acquired by Broker/Dealer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/Dealer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/Dealer’s employees or for investments in Individual Retirement Accounts established by Broker/Dealer’s employees, and if Broker/Dealer so advises ADI the Distributor in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer agrees to waive all Broker/Dealer concessions, if any, to all sales of shares. If Broker/Dealer purchases shares from Broker/Dealer Dealer’s customers, Broker/Dealer agrees not to purchase shares from Broker/Dealer Dealer’s customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price or repurchase offer price to Broker/Dealer’s customers). (e) ADI The Distributor will accept Broker/Dealer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI The Distributor will not accept from Broker/Dealer a conditional order. All orders redeeming any Broker/Dealer acknowledges that the Fund will adopt fundamental policies (which may not be changed without shareholder approval) to make periodic offers to purchase shares shall be executed (“repurchase offers”) in accordance with Rule 22c-1 23c-3 under the 1940 Act and as described in the Fund’s then current Prospectus. Repurchases of shares of the Fund will be made at the net asset value of such shares in accordance with the applicable repurchase offer and then current Prospectus, less any applicable charges and expenses for which the Fund has determined to charge shareholders as permitted by Rule 23c-3 of the 1940 Act. Broker/Dealer agrees to transmit to its customers any repurchase offer notification received from Distributor within the time period specified in the applicable Prospectus and in such notification, and to use its reasonable best efforts to transmit repurchase requests from its customers to the Fund or its transfer agent or other designee by the applicable repurchase request deadline as specified in the applicable Prospectus and such repurchase offer notification. (f) All orders are subject to acceptance or rejection by ADI the Distributor in its sole discretion. ADI The Distributor reserves the right, at its discretion and without notice to the Broker/Dealer, to 2011-09-ALPS suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (f) The transmission of orders will be governed by instructions that ADI will periodically issue to Broker/Dealer. Broker/Dealer must pay for Fund’s shares in ‘Federal Funds,’ and ADI must receive Broker/Dealer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934. If ADI does not receive Broker/Dealer’s payment on or before such settlement date, ADI may, without notice, cancel the sale, or, at ADI’s option, sell a Fund’s shares that Broker/Dealer ordered back to the issuing Fund. ADI will hold Broker/Dealer responsible for any loss suffered by ADI or the issuing Fund as a result of Broker/Dealer’s failure to make payment as required. (g) Broker/Dealer agrees to use the application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”). The application will be reviewed by ADI or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer hereby certifies that all of Broker/Dealer customers’ taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI or the Company by Broker/Dealer are correct and that ADI or the Company will not open an account without Broker/Dealer providing the Company’s Transfer Agent (“Transfer Agent”) with the customer’s TIN or SSN. (h) Broker/Dealer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (i) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer by the Transfer Agent.

Appears in 1 contract

Samples: Selling Agreement (Griffin Institutional Access Real Estate Fund)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer Servicer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable investors for Company’s shares as described herein. Subject to the performance by ADI APSD of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI APSD contained herein, Broker/Dealer Servicer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors for the duration of their investments. It is understood that the Broker/Dealer Servicer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer Servicer from acting as a selling agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/DealerServicer’s agency relationship with ADI APSD hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer Servicer shall be deemed made pursuant to this Agreement.. 2015-07-AAI-Cxxxxx 1 (b) In offering and selling Company’s shares to Broker/DealerServicer’s customers, Broker/Dealer Servicer agrees to act as dealer for Broker/DealerServicer’s own account and in no transaction shall the Broker/Dealer Servicer have any authority to act or hold itself out as agent for ADI APSD or the Company. ADI APSD acknowledges that customers of Broker/Dealer Servicer who purchase Fund shares are the Broker/DealerServicer’s customers. Broker/Dealer Servicer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and the Financial Industry Regulatory Authority (“FINRA”). (c) Broker/Dealer Servicer agrees to offer and sell each Fund’s shares to Broker/DealerServicer’s customers only at the applicable public offering price, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus. Broker/Dealer Servicer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements thereto). (d) Broker/Dealer Servicer agrees to purchase Fund’s shares from ADI APSD or from Broker/Dealer Servicer customers. If Broker/Dealer Servicer purchases from ADIAPSD, Broker/Dealer Servicer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer Servicer from its customers; (b) for shares being acquired by Broker/DealerServicer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/DealerServicer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/DealerServicer’s employees or for investments in Individual Retirement Accounts established by Broker/DealerServicer’s employees, and if Broker/Dealer Servicer so advises ADI APSD in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer Servicer agrees to waive all Broker/Dealer Servicer concessions, if any, to all sales of shares. If Broker/Dealer Servicer purchases shares from Broker/Dealer Servicer customers, Broker/Dealer Servicer agrees not to purchase shares from Broker/Dealer Servicer customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer Servicer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer Servicer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price to Broker/DealerServicer’s customers). (e) ADI APSD will accept Broker/DealerServicer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI APSD will not accept from Broker/Dealer Servicer a conditional order. All orders redeeming any shares shall be executed in accordance with Rule 22c-1 of the 1940 Act. All orders are subject to acceptance or rejection by ADI APSD in its sole discretion. ADI APSD reserves the right, at its discretion and without notice to the Broker/DealerServicer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder.. 2015-07-AAI-Cxxxxx 2 (f) The transmission of orders will be governed by instructions that ADI APSD will periodically issue to Broker/DealerServicer. Broker/Dealer Servicer must pay for Fund’s shares in ‘Federal Funds,’ and ADI APSD must receive Broker/DealerServicer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934. If ADI APSD does not receive Broker/DealerServicer’s payment on or before such settlement date, ADI APSD may, without notice, cancel the sale, or, at ADIAPSD’s option, sell a Fund’s shares that Broker/Dealer Servicer ordered back to the issuing Fund. ADI APSD will hold Broker/Dealer Servicer responsible for any loss suffered by ADI APSD or the issuing Fund as a result of Broker/DealerServicer’s failure to make payment as required. (g) Broker/Dealer Servicer agrees to use the application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”). The application will be reviewed by ADI APSD or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer Servicer hereby certifies that all of Broker/Dealer Servicer customers’ taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI APSD or the Company by Broker/Dealer Servicer are correct and that ADI APSD or the Company will not open an account without Broker/Dealer Servicer providing the Company’s Transfer Agent transfer agent (“Transfer Agent”) with the customer’s TIN or SSN. (h) Broker/Dealer Servicer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer Servicer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (i) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer Servicer by the Transfer Agenttransfer agent.

Appears in 1 contract

Samples: Shareholder Servicing Agreement (Clough Funds Trust)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable providing shareholder services to investors for acquiring Company’s shares as described herein. Subject to the performance by ADI the Distributor of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI the Distributor contained herein, Broker/Dealer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors shareholders for the duration of their investments. It is understood that the Broker/Dealer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer from acting as a selling an agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/Dealer’s agency relationship with ADI the Distributor hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s shares to Broker/Dealer’s customers, Broker/Dealer agrees to act as dealer for Broker/Dealer’s own account and in no transaction shall the Broker/Dealer have any authority to act or hold itself out as agent for ADI the Distributor or the Company, except for the limited purposes set forth under this Agreement. ADI The Distributor acknowledges that customers of Broker/Dealer who purchase Fund shares are the Broker/Dealer’s customers. Broker/Dealer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”). (c) Broker/Dealer agrees to offer and sell each Fund’s shares to Broker/Dealer’s customers only at the applicable public offering priceprice and in accordance with all applicable repurchase offers issued by the Fund, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus, to the extent applicable. Broker/Dealer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements Supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements Supplements thereto). (d) Broker/Dealer agrees to purchase Fund’s shares from ADI the Distributor or from Broker/Dealer Dealer’s customers. If Broker/Dealer purchases from ADIthe Distributor, Broker/Dealer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer from its customers; (b) for shares being acquired by Broker/Dealer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/Dealer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/Dealer’s employees or for investments in Individual Retirement Accounts established by Broker/Dealer’s employees, and if Broker/Dealer so advises ADI the Distributor in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer agrees to waive all Broker/Dealer concessions, if any, to all sales of shares. If Broker/Dealer purchases shares from Broker/Dealer Dealer’s customers, Broker/Dealer agrees not to purchase shares from Broker/Dealer Dealer’s customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price or repurchase offer price to Broker/Dealer’s customers). (e) ADI The Distributor will accept Broker/Dealer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI The Distributor will not accept from Broker/Dealer a conditional order. All orders redeeming any Broker/Dealer acknowledges that the Fund will adopt fundamental policies (which may not be changed without shareholder approval) to make periodic offers to purchase shares shall be executed (“repurchase offers”) in accordance with Rule 22c-1 23c-3 under the 1940 Act and as described in the Fund’s then current Prospectus. Repurchases of shares of the Fund will be made at the net asset value of such shares in accordance with the applicable repurchase offer and then current Prospectus, less any applicable charges and expenses for which the Fund has determined to charge shareholders as permitted by Rule 23c-3 of the 1940 Act. Broker/Dealer agrees to transmit to its customers any repurchase offer notification received from Distributor within the time period specified in the applicable Prospectus and in such notification, and to use its reasonable best efforts to transmit repurchase requests from its customers to the Fund or its transfer agent or other designee by the applicable repurchase request deadline as specified in the applicable Prospectus and such repurchase offer notification. (f) All orders are subject to acceptance or rejection by ADI the Distributor in its sole discretion. ADI The Distributor reserves the right, at its discretion and without notice to the Broker/Dealer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (fg) Broker/Dealer acknowledges and agrees that: (i) shares of the Fund will not be repurchased by the Fund (other than in accordance with Rule 23c-3 of the 1000 Xxx); (ii) no secondary market for the shares of the Fund exists currently or is anticipated to develop; therefore, the shares of the Fund have very limited liquidity; (iii) in the event one or more of Broker/Dealer’s customers cancel their order for shares of the Fund after confirmation, such shares may not be repurchased, remarketed or otherwise disposed of by or through Distributor; and (iv) any representations regarding a repurchase offer or other tender offer by the Fund, other than that which is specifically set forth in the Fund’s then-current Prospectus or repurchase offer notification issued by the Fund is prohibited. (h) In connection with Broker/Dealer’s recommendations to its customers regarding investment in a Fund, Broker/Dealer agrees to make appropriate disclosures to such customers regarding the risks associated with investing in the Fund, including, but not limited to: (i) shares of the Fund will not be listed on a public exchange; (ii) no secondary market is expected to develop for the Fund’s shares; (iii) liquidity for the Fund’s shares will be provided only through quarterly repurchase offers; (iv) there is no guarantee that an investor will be able to sell all the shares that the investor desires to sell in the repurchase offer; (v) an investor should consider an investment in the Fund to be of limited liquidity; (vi) investing in the Fund’s shares may be speculative and involves a high degree of risk; and (vii) an investor should carefully read the Fund’s Prospectus prior to investing in the Fund, including the risks associated with leverage. (i) The transmission of orders will be governed by instructions that ADI the Distributor will periodically issue to Broker/Dealer. Broker/Dealer must pay for Fund’s shares in ‘Federal Funds,’ and ADI the Distributor must receive Broker/Dealer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934, as amended. If ADI the Distributor does not receive Broker/Dealer’s payment on or before such settlement date, ADI the Distributor may, without notice, cancel the sale, or, at ADI’s option, sell a Fund’s shares that Broker/Dealer ordered back to the issuing Fund. ADI The Distributor will hold Broker/Dealer responsible for any loss suffered by ADI the Distributor or the issuing Fund as a result of Broker/Dealer’s failure to make payment as required. (gj) Broker/Dealer agrees to use the account application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”), to the extent applicable. The account application will be reviewed by ADI the Distributor or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer hereby certifies that all of Broker/Dealer customers’ Dealer’s customers taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI the Distributor or the Company by Broker/Dealer are correct and that ADI the Distributor or the Company will not open an account without Broker/Dealer providing the Company’s Transfer Agent transfer agent (“Transfer Agent”) with the customer’s TIN or SSN. (hk) Broker/Dealer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (il) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agentTransfer Agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer by the Transfer Agent.

Appears in 1 contract

Samples: Broker Dealer Selling Agreement (Griffin Institutional Access Real Estate Fund)

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Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer Servicer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable investors for Company’s shares as described herein. Subject to the performance by ADI the Distributor of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI the Distributor contained herein, Broker/Dealer Servicer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors shareholders for the duration of their investments. It is understood that the Broker/Dealer Servicer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer Servicer from acting as a selling an agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/DealerServicer’s agency relationship with ADI the Distributor hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer Servicer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s shares to Broker/DealerServicer’s customers, Broker/Dealer Servicer agrees to act as dealer for Broker/DealerServicer’s own account and in no transaction shall the Broker/Dealer Servicer have any authority to act or hold itself out as agent for ADI the Distributor or the Company, except for the limited purposes set forth under this Agreement. ADI The Distributor acknowledges that customers of Broker/Dealer Servicer who purchase Fund shares are the Broker/DealerServicer’s customers. Broker/Dealer Servicer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”). (c) Broker/Dealer Servicer agrees to offer and sell each Fund’s shares to Broker/DealerServicer’s customers only at the applicable public offering price, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus. Broker/Dealer Servicer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements Supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements Supplements thereto). (d) Broker/Dealer Servicer agrees to purchase Fund’s shares from ADI the Distributor or from Broker/Dealer Servicer’s customers. If Broker/Dealer Servicer purchases from ADIthe Distributor, Broker/Dealer Servicer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer Servicer from its customers; (b) for shares being acquired by Broker/DealerServicer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/DealerServicer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/DealerServicer’s employees or for investments in Individual Retirement Accounts established by Broker/DealerServicer’s employees, and if Broker/Dealer Servicer so advises ADI the Distributor in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer Servicer agrees to waive all Broker/Dealer Servicer concessions, if any, to all sales of shares. If Broker/Dealer Servicer purchases shares from Broker/Dealer Servicer’s customers, Broker/Dealer Servicer agrees not to purchase shares from Broker/Dealer Servicer’s customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer Servicer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer Servicer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price to Broker/DealerServicer’s customers). (e) ADI The Distributor will accept Broker/DealerServicer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI The Distributor will not accept from Broker/Dealer Servicer a conditional order. All orders redeeming any shares shall be executed in accordance with Rule 22c-1 of the 1940 Act. All orders are subject to acceptance or rejection by ADI the Distributor in its sole discretion. ADI The Distributor reserves the right, at its discretion and without notice to the Broker/DealerServicer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (f) The transmission of orders will be governed by instructions that ADI the Distributor will periodically issue to Broker/DealerServicer. Broker/Dealer Servicer must pay for Fund’s shares in ‘Federal Funds,’ and ADI the Distributor must receive Broker/DealerServicer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934, as amended. If ADI the Distributor does not receive Broker/DealerServicer’s payment on or before such settlement date, ADI the Distributor may, without notice, cancel the sale, or, at ADIthe Distributor’s option, sell a Fund’s shares that Broker/Dealer Servicer ordered back to the issuing Fund. ADI The Distributor will hold Broker/Dealer Servicer responsible for any loss suffered by ADI the Distributor or the issuing Fund as a result of Broker/DealerServicer’s failure to make payment as required. (g) Broker/Dealer Servicer agrees to use the account application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”). The account application will be reviewed by ADI the Distributor or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer Servicer hereby certifies that all of Broker/Dealer customers’ Servicer’s customers taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI the Distributor or the Company by Broker/Dealer Servicer are correct and that ADI the Distributor or the Company will not open an account without Broker/Dealer Servicer providing the Company’s Transfer Agent transfer agent (“Transfer Agent”) with the customer’s TIN or SSN.. 2019-06-FIT GP (h) Broker/Dealer Servicer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer Servicer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (i) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agentTransfer Agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer Servicer by the Transfer Agent.

Appears in 1 contract

Samples: Shareholder Servicing Selling Agreement (Financial Investors Trust)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer is hereby appointed as a non-exclusive selling agent of the Company ADI during the term herein specified for the purpose of finding suitable investors for Company’s shares as described herein. Subject to the performance by ADI of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI contained herein, Broker/Dealer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors shareholders for the duration of their investments. It is understood that the Broker/Dealer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer from acting as a selling an agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/Dealer’s agency relationship with ADI hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer shall be deemed made pursuant to this Agreement. (b) In offering and selling the Company’s shares to Broker/Dealer’s customers, Broker/Dealer agrees to act as dealer for Broker/Dealer’s own account and in no transaction shall the Broker/Dealer have any authority to act or hold itself out as agent for ADI or the Company, except for the limited purposes set forth under this Agreement. ADI acknowledges that customers of Broker/Dealer who purchase Fund shares are the Broker/Dealer’s customers. Broker/Dealer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”). (c) Broker/Dealer agrees to offer and sell each Fund’s shares to Broker/Dealer’s customers only at the applicable public offering price, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus. Broker/Dealer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements Supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements Supplements thereto). (d) Broker/Dealer agrees to purchase Fund’s shares from ADI or from Broker/Dealer Dealer’s customers. If Broker/Dealer purchases from ADI, Broker/Dealer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer from its customers; (b) for shares being acquired by Broker/Dealer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/Dealer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/Dealer’s employees or for investments in Individual Retirement Accounts established by Broker/Dealer’s employees, and if Broker/Dealer so advises ADI in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer agrees to waive all Broker/Dealer concessions, if any, to all sales of shares. If Broker/Dealer purchases shares from Broker/Dealer Dealer’s customers, Broker/Dealer agrees not to purchase shares from Broker/Dealer Dealer’s customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price to Broker/Dealer’s customers). (e) ADI will accept Broker/Dealer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI will not accept from Broker/Dealer a conditional order. All orders redeeming any shares shall be executed in accordance with Rule 22c-1 of the 1940 Act. All orders are subject to acceptance or rejection by ADI in its sole discretion. ADI reserves the right, at its discretion and without notice to the Broker/Dealer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (f) The transmission of orders will be governed by instructions that ADI will periodically issue to Broker/Dealer. Broker/Dealer must pay for Fund’s shares in ‘Federal Funds,’ and ADI must receive Broker/Dealer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934. If ADI does not receive Broker/Dealer’s payment on or before such settlement date, ADI may, without notice, cancel the sale, or, at ADI’s option, sell a Fund’s shares that Broker/Dealer ordered back to the issuing Fund. ADI will hold Broker/Dealer responsible for any loss suffered by ADI or the issuing Fund as a result of Broker/Dealer’s failure to make payment as required. (g) Broker/Dealer agrees to use the account application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”). The account application will be reviewed by ADI or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer hereby certifies that all of Broker/Dealer Dealer’s customers’ taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI or the Company by Broker/Dealer are correct and that ADI or the Company will not open an account without Broker/Dealer providing the Company’s Transfer Agent transfer agent (“Transfer Agent”) with the customer’s TIN or SSN. (h) Broker/Dealer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (i) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agentTransfer Agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer by the Transfer Agent.

Appears in 1 contract

Samples: Broker Dealer Selling Agreement (Heartland Group Inc)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable providing shareholder services to investors for acquiring Company’s shares as described herein. Subject to the performance by ADI the Distributor of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI the Distributor contained herein, Broker/Dealer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable best efforts during the term hereof to find suitable investors and to provide ongoing services to such investors shareholders for the duration of their investments. It is understood that the Broker/Dealer has no commitment with regard to the sale of the Company’s shares other than to use reasonable best efforts and shall not prevent Broker/Dealer from acting as a selling an agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/Dealer’s agency relationship with ADI the Distributor hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s shares to Broker/Dealer’s customers, Broker/Dealer agrees to act as dealer for Broker/Dealer’s own account and in no transaction shall the Broker/Dealer have any authority to act or hold itself out as agent for ADI the Distributor or the Company, except for the limited purposes set forth under this Agreement. ADI The Distributor acknowledges that customers of Broker/Dealer who purchase Fund shares are the Broker/Dealer’s customers. Broker/Dealer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”). (c) Broker/Dealer agrees to offer and sell each Fund’s shares to Broker/Dealer’s customers only at the applicable public offering priceprice plus any applicable sales load and in accordance with all applicable repurchase offers issued by the Fund, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus, to the extent applicable. Broker/Dealer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements Supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements Supplements thereto). (d) Broker/Dealer agrees to purchase Fund’s shares from ADI the Distributor or from Broker/Dealer Dealer’s customers. If Broker/Dealer purchases from ADIthe Distributor, Broker/Dealer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer from its customers; (b) for shares being acquired by Broker/Dealer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/Dealer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/Dealer’s employees or for investments in Individual Retirement Accounts established by Broker/Dealer’s employees, and if Broker/Dealer so advises ADI the Distributor in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer agrees to waive all Broker/Dealer concessions, if any, to all sales of shares. If Broker/Dealer purchases shares from Broker/Dealer Dealer’s customers, Broker/Dealer agrees not to purchase shares from Broker/Dealer Dealer’s customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price or repurchase offer price to Broker/Dealer’s customers). (e) ADI The Distributor will accept Broker/Dealer’s purchase orders only at the public offering price applicable to each orderorder plus any applicable sales load, as determined in accordance with the then-current Prospectus. ADI The Distributor will not accept from Broker/Dealer a conditional order. All orders redeeming any Broker/Dealer acknowledges that the Fund will adopt fundamental policies (which may not be changed without shareholder approval) to make periodic offers to purchase shares shall be executed (“repurchase offers”) in accordance with Rule 22c-1 23c-3 under the 1940 Act or Rule 13e-4 under the 1934 Act, as applicable, and as described in the Fund’s then current Prospectus. Repurchases of shares of the Fund will be made at the net asset value of such shares in accordance with the applicable repurchase offer and then current Prospectus, less any applicable charges and expenses for which the Fund has determined to charge shareholders as permitted by Rule 23c-3 of the 1940 Act or Rule 13e-4 under the 1934 Act, as applicable. Broker/Dealer agrees to transmit to its customers any repurchase offer notification received from Distributor within the time period specified in the applicable Prospectus and in such notification, and to use its reasonable best efforts to transmit repurchase requests from its customers to the Fund or its transfer agent or other designee by the applicable repurchase request deadline as specified in the applicable Prospectus and such repurchase offer notification. (f) All orders are subject to acceptance or rejection by ADI the Distributor in its sole discretion. ADI The Distributor reserves the right, at its discretion and without notice to the Broker/Dealer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (fg) Broker/Dealer acknowledges and agrees that: (i) shares of the Fund will not be repurchased by the Fund (other than in accordance with Rule 23c-3 of the 1940 Act or Rule 13e-4 under the 1934 Act, as applicable); (ii) no secondary market for the shares of the Fund exists currently or is anticipated to develop; therefore, the shares of the Fund have very limited liquidity; (iii) in the event one or more of Broker/Dealer’s customers cancel their order for shares of the Fund after confirmation, such shares may not be repurchased, remarketed or otherwise disposed of by or through Distributor; and (iv) any representations regarding a repurchase offer or other tender offer by the Fund, other than that which is specifically set forth in the Fund’s then-current Prospectus or repurchase offer notification issued by the Fund is prohibited. (h) In connection with Broker/Dealer’s recommendations to its customers regarding investment in a Fund, Broker/Dealer agrees to make appropriate disclosures to such customers regarding the risks associated with investing in the Fund, including, but not limited to: (i) shares of the Fund will not be listed on a public exchange; (ii) no secondary market is expected to develop for the Fund’s shares; (iii) liquidity for the Fund’s shares will be provided only through quarterly repurchase offers; (iv) there is no guarantee that an investor will be able to sell all the shares that the investor desires to sell in the repurchase offer; (v) an investor should consider an investment in the Fund to be of limited liquidity; (vi) investing in the Fund’s shares may be speculative and involves a high degree of risk; and (vii) an investor should carefully read the Fund’s Prospectus prior to investing in the Fund, including the risks associated with leverage. (i) The transmission of orders will be governed by instructions that ADI the Distributor will periodically issue to Broker/Dealer. Broker/Dealer must pay for Fund’s shares in ‘Federal Funds,’ and ADI the Distributor must receive Broker/Dealer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934, as amended. If ADI the Distributor does not receive Broker/Dealer’s payment on or before such settlement date, ADI the Distributor may, without notice, cancel the sale, or, at ADI’s option, sell a Fund’s shares that Broker/Dealer ordered back to the issuing Fund. ADI The Distributor will hold Broker/Dealer responsible for any loss suffered by ADI the Distributor or the issuing Fund as a result of Broker/Dealer’s failure to make payment as required. (gj) Broker/Dealer agrees to use the account application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”), to the extent applicable. The account application will be reviewed by ADI the Distributor or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer hereby certifies that all of Broker/Dealer customers’ Dealer’s customers taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI the Distributor or the Company by Broker/Dealer are correct and that ADI the Distributor or the Company will not open an account without Broker/Dealer providing the Company’s Transfer Agent transfer agent (“Transfer Agent”) with the customer’s TIN or SSN. (hk) Broker/Dealer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (il) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agentTransfer Agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer by the Transfer Agent.

Appears in 1 contract

Samples: Wholesale Marketing Agreement (Sierra Total Return Fund)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable providing shareholder services to investors for acquiring the Company’s shares as described herein. Subject to the performance by ADI the Distributor of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI the Distributor contained herein, Broker/Dealer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors shareholders for the duration of their investments. It is understood that the Broker/Dealer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer from acting as a selling an agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/Dealer’s agency relationship with ADI the Distributor hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer shall be deemed made pursuant to this Agreement. (b) In offering and selling selling, respectively, of the Company’s shares to Broker/Dealer’s customers, Broker/Dealer agrees to act as dealer for Broker/Dealer’s own account and in no transaction shall the Broker/Dealer have any authority to act or hold itself out as agent for ADI the Distributor or the Company, except for the limited purposes set forth under this Agreement. ADI The Distributor acknowledges that customers of Broker/Dealer who purchase Fund shares are the Broker/Dealer’s customers. Broker/Dealer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”). (c) Broker/Dealer agrees to offer and sell each Fund’s shares to Broker/Dealer’s customers only at the applicable public offering priceprice and in accordance with all applicable repurchase offers issued by the Fund, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus, to the extent applicable. Broker/Dealer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then then-current Prospectus (including any supplements Supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements Supplements thereto, as applicable). (d) Broker/Dealer agrees to purchase Fund’s shares from ADI the Distributor or from Broker/Dealer Dealer’s customers. If Broker/Dealer purchases shares from ADIthe Distributor, Broker/Dealer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer from its customers; (b) for shares being acquired by Broker/Dealer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/Dealer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/Dealer’s employees or for investments in Individual Retirement Accounts established by Broker/Dealer’s employees, and if Broker/Dealer so advises ADI the Distributor in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer agrees to waive all Broker/Dealer concessions, if any, to all sales of shares. If Broker/Dealer purchases shares from Broker/Dealer Dealer’s customers, Broker/Dealer agrees not to purchase shares from Broker/Dealer Dealer’s customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price or repurchase offer price to Broker/Dealer’s customers). (e) ADI The Distributor will accept Broker/Dealer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI The Distributor will not accept from Broker/Dealer a conditional order. All orders redeeming any Broker/Dealer acknowledges that the Fund will adopt fundamental policies (which may not be changed without shareholder approval) to make periodic offers to purchase shares shall be executed (“repurchase offers”) in accordance with Rule 22c-1 23c-3 under the 1940 Act and as described in the Fund’s then-current Prospectus. Repurchases of shares of the Fund will be made at the net asset value of such shares in accordance with the applicable repurchase offer and then-current Prospectus, less any applicable charges and expenses for which the Fund has determined to charge shareholders as permitted by Rule 23c-3 of the 1940 Act. Broker/Dealer agrees to transmit to its customers any repurchase offer notification received from Distributor within the time period specified in the applicable Prospectus and in such notification, and to use its reasonable best efforts to transmit repurchase requests from its customers to the Fund or its transfer agent or other designee by the applicable repurchase request deadline as specified in the applicable Prospectus and such repurchase offer notification. (f) All orders are subject to acceptance or rejection by ADI the Distributor in its sole discretion. ADI The Distributor reserves the right, at its discretion and without notice to the Broker/Dealer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (fg) Broker/Dealer acknowledges and agrees that: (i) shares of the Fund will not be repurchased by the Fund (other than in accordance with Rule 23c-3 of the 1000 Xxx); (ii) no secondary market for the shares of the Fund exists currently or is anticipated to develop; therefore, the shares of the Fund have very limited liquidity; (iii) in the event one or more of Broker/Dealer’s customers cancel their order for shares of the Fund after confirmation, such shares may not be repurchased, remarketed or otherwise disposed of by or through Distributor; and (iv) any representations regarding a repurchase offer or other tender offer by the Fund, other than that which is specifically set forth in the Fund’s then-current Prospectus or repurchase offer notification issued by the Fund is prohibited. (h) In connection with Broker/Dealer’s recommendations to its customers regarding investment in a Fund, Broker/Dealer agrees to make appropriate disclosures to such customers regarding the risks associated with investing in the Fund, including, but not limited to: (i) shares of the Fund will not be listed on a public exchange; (ii) no secondary market is expected to develop for the Fund’s shares; (iii) liquidity for the Fund’s shares will be provided only through quarterly repurchase offers; (iv) there is no guarantee that an investor will be able to sell all the shares that the investor desires to sell in the repurchase offer; (v) an investor should consider an investment in the Fund to be of limited liquidity; (vi) investing in the Fund’s shares may be speculative and involve a high degree of risk; and (vii) an investor should carefully read the Fund’s Prospectus prior to investing in the Fund, including the risks associated with leverage. (i) The transmission of orders will be governed by Statement of Operating Procedures attached to this Agreement as Appendix I and such other instructions that ADI will the Distributor may periodically issue to Broker/Dealer. Broker/Dealer must pay for Fund’s shares in ‘Federal Funds,’ and ADI the Distributor must receive Broker/Dealer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934, as amended. If ADI the Distributor does not receive Broker/Dealer’s payment on or before such settlement date, ADI the Distributor may, without notice, cancel the sale, or, at ADI’s option, sell a Fund’s shares that Broker/Dealer ordered back to the issuing Fund. ADI The Distributor will hold Broker/Dealer responsible for any loss suffered by ADI the Distributor or the issuing Fund as a result of Broker/Dealer’s failure to make payment as required. (gj) Broker/Dealer agrees to use the account application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”), to the extent applicable. The account application will be reviewed by ADI the Distributor or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer hereby certifies that all of Broker/Dealer Dealer’s customers’ respective taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI the Distributor or the Company by Broker/Dealer are correct and that ADI the Distributor or the Company will not open an account without Broker/Dealer providing the Company’s Transfer Agent transfer agent (“Transfer Agent”) with the customer’s TIN or SSN. (hk) Broker/Dealer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (il) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agentTransfer Agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer by the Transfer Agent.

Appears in 1 contract

Samples: Broker Dealer Selling Agreement (FS Multi-Alternative Income Fund)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable providing shareholder services to investors for acquiring Company’s shares as described herein. Subject to the performance by ADI the Distributor of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI the Distributor contained herein, Broker/Dealer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors shareholders for the duration of their investments. It is understood that the Broker/Dealer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer from acting as a selling an agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/Dealer’s agency relationship with ADI the Distributor hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s shares to Broker/Dealer’s customers, Broker/Dealer agrees to act as dealer for Broker/Dealer’s own account and in no transaction shall the Broker/Dealer have any authority to act or hold itself out as agent for ADI the Distributor or the Company, except for the limited purposes set forth under this Agreement. ADI The Distributor acknowledges that customers of Broker/Dealer who purchase Fund shares are the Broker/Dealer’s customers. Broker/Dealer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”). (c) Broker/Dealer agrees to offer and sell each Fund’s shares to Broker/Dealer’s customers only at the applicable public offering priceprice and in accordance with all applicable repurchase offers issued by the Fund, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus, to the extent applicable. Broker/Dealer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements Supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements Supplements thereto). (d) Broker/Dealer agrees to purchase Fund’s shares from ADI the Distributor or from Broker/Dealer Dealer’s customers. If Broker/Dealer purchases from ADIthe Distributor, Broker/Dealer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer from its customers; (b) for shares being acquired by Broker/Dealer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/Dealer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/Dealer’s employees or for investments in Individual Retirement Accounts established by Broker/Dealer’s employees, and if Broker/Dealer so advises ADI the Distributor in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer agrees to waive all Broker/Dealer concessions, if any, to all sales of shares. If Broker/Dealer purchases shares from Broker/Dealer Dealer’s customers, Broker/Dealer agrees not to purchase shares from Broker/Dealer Dealer’s customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price or repurchase offer price to Broker/Dealer’s customers). (e) ADI The Distributor will accept Broker/Dealer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI The Distributor will not accept from Broker/Dealer a conditional order. All orders redeeming any Broker/Dealer acknowledges that the Fund will adopt fundamental policies (which may not be changed without shareholder approval) to make periodic offers to purchase shares shall be executed (“repurchase offers”) in accordance with Rule 22c-1 23c-3 under the 1940 Act and as described in the Fund’s then current Prospectus. Repurchases of shares of the Fund will be made at the net asset value of such shares in accordance with the applicable repurchase offer and then current Prospectus, less any applicable charges and expenses for which the Fund has determined to charge shareholders as permitted by Rule 23c-3 of the 1940 Act. Broker/Dealer agrees to transmit to its customers any repurchase offer notification received from Distributor within the time period specified in the applicable Prospectus and in such notification, and to use its reasonable best efforts to transmit repurchase requests from its customers to the Fund or its transfer agent or other designee by the applicable repurchase request deadline as specified in the applicable Prospectus and such repurchase offer notification. (f) All orders are subject to acceptance or rejection by ADI the Distributor in its sole discretion. ADI The Distributor reserves the right, at its discretion and without notice to the Broker/Dealer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (f) The transmission of orders will be governed by instructions that ADI will periodically issue to Broker/Dealer. Broker/Dealer must pay for Fund’s shares in ‘Federal Funds,’ and ADI must receive Broker/Dealer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934. If ADI does not receive Broker/Dealer’s payment on or before such settlement date, ADI may, without notice, cancel the sale, or, at ADI’s option, sell a Fund’s shares that Broker/Dealer ordered back to the issuing Fund. ADI will hold Broker/Dealer responsible for any loss suffered by ADI or the issuing Fund as a result of Broker/Dealer’s failure to make payment as required. (g) Broker/Dealer agrees to use the application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”). The application will be reviewed by ADI or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer hereby certifies that all of Broker/Dealer customers’ taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI or the Company by Broker/Dealer are correct and that ADI or the Company will not open an account without Broker/Dealer providing the Company’s Transfer Agent (“Transfer Agent”) with the customer’s TIN or SSN. (h) Broker/Dealer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (i) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer by the Transfer Agent.

Appears in 1 contract

Samples: Broker Dealer Selling Agreement (Griffin Institutional Access Real Estate Fund)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer Servicer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable providing shareholder services to investors for acquiring Company’s shares as described herein. Subject to the performance by ADI the Distributor of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI the Distributor contained herein, Broker/Dealer Servicer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors shareholders for the duration of their investments. It is understood that the Broker/Dealer Servicer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer Servicer from acting as a selling an agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/DealerServicer’s agency relationship with ADI the Distributor hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer Servicer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s shares to Broker/DealerServicer’s customers, Broker/Dealer Xxxxxxxx agrees to act as dealer for Broker/DealerXxxxxxxx’s own account and in no transaction shall the Broker/Dealer Servicer have any authority to act or hold itself out as agent for ADI the Distributor or the Company, except for the limited purposes set forth under this Agreement. ADI The Distributor acknowledges that customers of Broker/Dealer Servicer who purchase Fund shares are the Broker/DealerServicer’s customers. Broker/Dealer Servicer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”). (c) Broker/Dealer Servicer agrees to offer and sell each Fund’s shares to Broker/DealerServicer’s customers only at the applicable public offering priceprice and in accordance with all applicable repurchase offers issued by the Fund, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus. Broker/Dealer , to the extent applicable.. Servicer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements Supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements Supplements thereto). (d) Broker/Dealer Servicer agrees to purchase Fund’s shares from ADI the Distributor or from Broker/Dealer Servicer’s customers. If Broker/Dealer Servicer purchases from ADIthe Distributor, Broker/Dealer Servicer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer Servicer from its customers; (b) for shares being acquired by Broker/DealerServicer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/DealerServicer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/DealerServicer’s employees or for investments in Individual Retirement Accounts established by Broker/DealerServicer’s employees, and if Broker/Dealer Servicer so advises ADI the Distributor in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer Servicer agrees to waive all Broker/Dealer Servicer concessions, if any, to all sales of shares. If Broker/Dealer Servicer purchases shares from Broker/Dealer Servicer’s customers, Broker/Dealer Servicer agrees not to purchase shares from Broker/Dealer Servicer’s customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer Servicer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer Servicer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price or repurchase offer price to Broker/DealerServicer’s customers). (e) ADI The Distributor will accept Broker/DealerServicer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI The Distributor will not accept from Broker/Dealer Servicer a conditional order. All orders redeeming any Servicer acknowledges that the Fund will adopt fundamental policies (which may not be changed without shareholder approval) to make periodic offers to purchase shares shall be executed (“repurchase offers”) in accordance with Rule 22c-1 23c-3 under the 1940 Act and as described in the Fund’s then current Prospectus. Repurchases of shares of the Fund will be made at the net asset value of such shares in accordance with the applicable repurchase offer and then current Prospectus, less any applicable charges and expenses for which the Fund has determined to charge shareholders as permitted by Rule 23c-3 of the 1940 Act. Servicer agrees to transmit to its customers any repurchase offer notification received from Distributor within the time period specified in the applicable Prospectus and in such notification, and to use its reasonable best efforts to transmit repurchase requests from its customers to the Fund or its transfer agent or other designee by the applicable repurchase request deadline as specified in the applicable Prospectus and such repurchase offer notification. (f) All orders are subject to acceptance or rejection by ADI the Distributor in its sole discretion. ADI The Distributor reserves the right, at its discretion and without notice to the Broker/DealerServicer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (fg) Servicer acknowledges and agrees that: (i) shares of the Fund will not be repurchased by the Fund (other than in accordance with Rule 23c-3 of the 1940 Act); (ii) no secondary market for the shares of the Fund exists currently or is anticipated to develop; therefore, the shares of the Fund have very limited liquidity; (iii) in the event one or more of Servicer’s customers cancel their order for shares of the Fund after confirmation, such shares may not be repurchased, remarketed or otherwise disposed of by or through Distributor; and (iv) any representations regarding a repurchase offer or other tender offer by the Fund, other than that which is specifically set forth in the Fund’s then-current Prospectus or repurchase offer notification issued by the Fund is prohibited. (h) In connection with Servicer’s recommendations to its customers regarding investment in a Fund, Servicer agrees to make appropriate disclosures to such customers regarding the risks associated with investing in the Fund, including, but not limited to: (i) shares of the Fund will not be listed on a public exchange; (ii) no secondary market is expected to develop for the Fund’s shares; (iii) liquidity for the Fund’s shares will be provided only through quarterly repurchase offers; (iv) there is no guarantee that an investor will be able to sell all the shares that the investor desires to sell in the repurchase offer; (v) an investor should consider an investment in the Fund to be of limited liquidity; (vi) investing in the Fund’s shares may be speculative and involves a high degree of risk; and (vii) an investor should carefully read the Fund’s Prospectus prior to investing in the Fund, including the risks associated with leverage. (i) The transmission of orders will be governed by instructions that ADI the Distributor will periodically issue to Broker/DealerServicer. Broker/Dealer Servicer must pay for Fund’s shares in ‘Federal Funds,’ and ADI the Distributor must receive Broker/DealerServicer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934, as amended. If ADI the Distributor does not receive Broker/DealerServicer’s payment on or before such settlement date, ADI the Distributor may, without notice, cancel the sale, or, at ADI’s option, sell a Fund’s shares that Broker/Dealer ordered back to the issuing Fund. ADI sale The Distributor will hold Broker/Dealer Servicer responsible for any loss suffered by ADI the Distributor or the issuing Fund as a result of Broker/DealerServicer’s failure to make payment as required. (gj) Broker/Dealer Servicer agrees to use the account application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”), to the extent applicable. The account application will be reviewed by ADI the Distributor or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer Servicer hereby certifies that all of Broker/Dealer customers’ Servicer’s customers taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI the Distributor or the Company by Broker/Dealer Servicer are correct and that ADI the Distributor or the Company will not open an account without Broker/Dealer Servicer providing the Company’s Transfer Agent transfer agent (“Transfer Agent”) with the customer’s TIN or SSN. (hk) Broker/Dealer Servicer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer Servicer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (il) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agentTransfer Agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer Servicer by the Transfer Agent.

Appears in 1 contract

Samples: Shareholder Servicer Selling Agreement (List Income Opportunities Fund)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer Servicer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable providing shareholder services to investors for acquiring Company’s shares as described herein. Subject to the performance by ADI the Distributor of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI the Distributor contained herein, Broker/Dealer Servicer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors shareholders for the duration of their investments. It is understood that the Broker/Dealer Servicer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer Servicer from acting as a selling an agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/DealerServicer’s agency relationship with ADI the Distributor hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer Servicer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s shares to Broker/DealerServicer’s customers, Broker/Dealer Servicer agrees to act as dealer for Broker/DealerServicer’s own account and in no transaction shall the Broker/Dealer Servicer have any authority to act or hold itself out as agent for ADI the Distributor or the Company, except for the limited purposes set forth under this Agreement. ADI The Distributor acknowledges that customers of Broker/Dealer Servicer who purchase Fund shares are the Broker/DealerServicer’s customers. Broker/Dealer Servicer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”). (c) Broker/Dealer Servicer agrees to offer and sell each Fund’s shares to Broker/DealerServicer’s customers only at the applicable public offering priceprice and in accordance with all applicable repurchase offers issued by the Fund, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus. Broker/Dealer , to the extent applicable.. Servicer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements Supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements Supplements thereto). (d) Broker/Dealer Servicer agrees to purchase Fund’s shares from ADI the Distributor or from Broker/Dealer Servicer’s customers. If Broker/Dealer Servicer purchases from ADIthe Distributor, Broker/Dealer Servicer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer Servicer from its customers; (b) for shares being acquired by Broker/DealerServicer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/DealerServicer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/DealerServicer’s employees or for investments in Individual Retirement Accounts established by Broker/DealerServicer’s employees, and if Broker/Dealer Servicer so advises ADI the Distributor in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer Servicer agrees to waive all Broker/Dealer Servicer concessions, if any, to all sales of shares. If Broker/Dealer Servicer purchases shares from Broker/Dealer Servicer’s customers, Broker/Dealer Servicer agrees not to purchase shares from Broker/Dealer Servicer’s customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer Servicer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer Servicer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price or repurchase offer price to Broker/DealerServicer’s customers). (e) ADI The Distributor will accept Broker/DealerServicer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI The Distributor will not accept from Broker/Dealer Servicer a conditional order. All orders redeeming any Servicer acknowledges that the Fund will adopt fundamental policies (which may not be changed without shareholder approval) to make periodic offers to purchase shares shall be executed (“repurchase offers”) in accordance with Rule 22c-1 23c-3 under the 1940 Act and as described in the Fund’s then current Prospectus. Repurchases of shares of the Fund will be made at the net asset value of such shares in accordance with the applicable repurchase offer and then current Prospectus, less any applicable charges and expenses for which the Fund has determined to charge shareholders as permitted by Rule 23c-3 of the 1940 Act. Servicer agrees to transmit to its customers any repurchase offer notification received from Distributor within the time period specified in the applicable Prospectus and in such notification, and to use its reasonable best efforts to transmit repurchase requests from its customers to the Fund or its transfer agent or other designee by the applicable repurchase request deadline as specified in the applicable Prospectus and such repurchase offer notification. (f) All orders are subject to acceptance or rejection by ADI the Distributor in its sole discretion. ADI The Distributor reserves the right, at its discretion and without notice to the Broker/DealerServicer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (fg) Servicer acknowledges and agrees that: (i) shares of the Fund will not be repurchased by the Fund (other than in accordance with Rule 23c-3 of the 0000 Xxx); (ii) no secondary market for the shares of the Fund exists currently or is anticipated to develop; therefore, the shares of the Fund have very limited liquidity; (iii) in the event one or more of Servicer’s customers cancel their order for shares of the Fund after confirmation, such shares may not be repurchased, remarketed or otherwise disposed of by or through Distributor; and (iv) any representations regarding a repurchase offer or other tender offer by the Fund, other than that which is specifically set forth in the Fund’s then-current Prospectus or repurchase offer notification issued by the Fund is prohibited. (h) In connection with Servicer’s recommendations to its customers regarding investment in a Fund, Servicer agrees to make appropriate disclosures to such customers regarding the risks associated with investing in the Fund, including, but not limited to: (i) shares of the Fund will not be listed on a public exchange; (ii) no secondary market is expected to develop for the Fund’s shares; (iii) liquidity for the Fund’s shares will be provided only through quarterly repurchase offers; (iv) there is no guarantee that an investor will be able to sell all the shares that the investor desires to sell in the repurchase offer; (v) an investor should consider an investment in the Fund to be of limited liquidity; (vi) investing in the Fund’s shares may be speculative and involves a high degree of risk; and (vii) an investor should carefully read the Fund’s Prospectus prior to investing in the Fund, including the risks associated with leverage. (i) The transmission of orders will be governed by instructions that ADI the Distributor will periodically issue to Broker/DealerServicer. Broker/Dealer Servicer must pay for Fund’s shares in ‘Federal Funds,’ and ADI the Distributor must receive Broker/DealerServicer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934, as amended. If ADI the Distributor does not receive Broker/DealerServicer’s payment on or before such settlement date, ADI the Distributor may, without notice, cancel the sale, or, at ADI’s option, sell a Fund’s shares that Broker/Dealer ordered back to the issuing Fund. ADI sale The Distributor will hold Broker/Dealer Servicer responsible for any loss suffered by ADI the Distributor or the issuing Fund as a result of Broker/DealerServicer’s failure to make payment as required. (gj) Broker/Dealer Servicer agrees to use the account application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”), to the extent applicable. The account application will be reviewed by ADI the Distributor or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer Servicer hereby certifies that all of Broker/Dealer customers’ Servicer’s customers taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI the Distributor or the Company by Broker/Dealer Servicer are correct and that ADI the Distributor or the Company will not open an account without Broker/Dealer Servicer providing the Company’s Transfer Agent transfer agent (“Transfer Agent”) with the customer’s TIN or SSN. (hk) Broker/Dealer Servicer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer Servicer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (il) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agentTransfer Agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer Servicer by the Transfer Agent.

Appears in 1 contract

Samples: Shareholder Servicer Selling Agreement (Broadstone Real Estate Access Fund)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer Servicer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable investors for Company’s shares as described herein. Subject to the performance by ADI of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI contained herein, Broker/Dealer Servicer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors for the duration of their investments. It is understood that the Broker/Dealer Servicer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer Servicer from acting as a selling agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/DealerServicer’s agency relationship with ADI hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer Servicer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s shares to Broker/DealerServicer’s customers, Broker/Dealer agrees to act as dealer for Broker/Dealer’s own account and in no transaction Servicer shall the Broker/Dealer not have any authority to act or hold itself out as agent for ADI or the Company. ADI acknowledges that customers of Broker/Dealer Servicer who purchase Fund shares are the Broker/DealerServicer’s customers. Broker/Dealer Servicer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”), and in compliance with Section 12 of this Agreement. (c) Broker/Dealer Servicer agrees to offer and sell each Fund’s shares to Broker/DealerServicer’s customers only at the applicable public offering price, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus. Broker/Dealer Servicer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements thereto).. Servicer will report quarterly to ADI on any cumulative or quantity discounts as a result of the offer and sale of the Fund’s shares (d) Broker/Dealer Servicer agrees to purchase Fund’s shares from ADI or from Broker/Dealer Servicer customers. If Broker/Dealer Servicer purchases from ADI, Broker/Dealer Servicer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer Servicer from its customers; (b) for shares being acquired by Broker/DealerServicer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/DealerServicer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/DealerServicer’s employees or for investments in Individual Retirement Accounts established by Broker/DealerServicer’s employees, and if Broker/Dealer Servicer so advises ADI in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer Servicer agrees to waive all Broker/Dealer Servicer concessions, if any, to all sales of shares. If Broker/Dealer Servicer purchases shares from Broker/Dealer Servicer customers, Broker/Dealer Servicer agrees not to purchase shares from Broker/Dealer Servicer customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer Servicer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer Servicer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price to Broker/DealerServicer’s customers). (e) ADI will accept Broker/DealerServicer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI will not accept from Broker/Dealer Servicer a conditional order. All purchase and sale orders redeeming any shares shall be executed in accordance with Rule 22c-1 of the 1940 Act. All orders are subject to acceptance or rejection by ADI in its sole discretion. If a purchase order is not settled in accordance with this Section, ADI may, without notice, cancel the transaction and Servicer shall be responsible for any resulting loss that ADI or the Company sustains. ADI reserves the right, at its discretion and without notice to the Broker/DealerServicer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (f) The transmission of orders will be governed by instructions that ADI will periodically issue to Broker/DealerServicer. Broker/Dealer Servicer must pay for Fund’s shares in ‘Federal Funds,’ and ADI must receive Broker/DealerServicer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934. If ADI does not receive Broker/DealerServicer’s payment on or before such settlement date, ADI may, without notice, cancel the sale, or, at ADI’s option, sell a Fund’s shares that Broker/Dealer Servicer ordered back to the issuing Fund. ADI will hold Broker/Dealer Servicer responsible for any loss suffered by ADI or the issuing Fund as a result of Broker/DealerServicer’s failure to make payment as required. (g) Broker/Dealer Servicer agrees to use the application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”). The application will be reviewed by ADI or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer Servicer hereby certifies that all of Broker/Dealer Servicer customers’ taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI or the Company by Broker/Dealer Servicer are correct and agrees that ADI or the Company will not open an account without Broker/Dealer Servicer providing the Company’s Transfer Agent transfer agent (“Transfer Agent”) with the customer’s TIN or SSN. (h) Broker/Dealer Servicer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer Servicer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (i) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agentTransfer Agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer Servicer by the Transfer Agent. (j) Servicer agrees to collect or cause to be collected an applicable redemption fee as described in then-current Prospectus on all accounts opened with the Fund on an omnibus basis, and promptly remit such fees to ADI. (k) Servicer agrees to take such actions as may be appropriate to give effect to: (i) any conversion of shares as required by the then-current Prospectus; and (ii) any election by the Fund to redeem shares as permitted by the Prospectus. (l) Servicer agrees to respond to the reasonable inquiries and requests of Servicer’s customers that are shareholders relating to their investment in a Fund, and to take any such actions as such customer may reasonably request to maintain the customer’s account with a Fund.

Appears in 1 contract

Samples: Shareholder Servicing Agreement (MTB Funds)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable investors for Company’s shares of the Funds as described herein. Subject to the performance by ADI of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI contained herein, Broker/Dealer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors for the duration of their investments. It is understood that the Broker/Dealer has no commitment with regard to the sale of the Company’s Funds’ shares other than to use reasonable efforts and this Agreement shall not prevent Broker/Dealer from acting as a selling agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/Dealer’s agency relationship with ADI hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s a Funds’ shares to Broker/Dealer’s customers, Broker/Dealer agrees to act as dealer for Broker/Dealer’s own account and in no transaction shall the Broker/Dealer have any authority to act or hold itself out as agent for ADI or the Company. ADI acknowledges that customers of Broker/Dealer who purchase Fund a Fund’s shares are the Broker/Dealer’s customers. Broker/Dealer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority National Association of Securities Dealers, Inc. (“FINRANASD”). (c) Broker/Dealer agrees to offer and sell each Fund’s shares to Broker/Dealer’s customers only at the applicable public offering price, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus. Broker/Dealer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements thereto). (d) Broker/Dealer agrees to purchase each Fund’s shares only from ADI or from Broker/Dealer Dealer’s customers. If Broker/Dealer purchases shares of a Fund from ADI, Broker/Dealer agrees that all such purchases shall be made only: (a) to cover orders of shares of such Fund already received by Broker/Dealer from its customers; (b) for shares of such Fund being acquired by Broker/Dealer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a such Fund; (c) for Broker/Dealer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/Dealer’s employees or for investments in Individual Retirement Accounts established by Broker/Dealer’s employees, and if Broker/Dealer so advises ADI in writing prior to any sale of a Fund’s shares pursuant to this subparagraph (d), Broker/Dealer agrees to waive all Broker/Dealer concessions, if any, to all sales of shares. If Broker/Dealer purchases a Fund’s shares from Broker/Dealer customers, Broker/Dealer agrees not to purchase such shares from Broker/Dealer customers at a price lower than the applicable redemption priceprice for such Fund, determined in the manner described in the then-current Prospectus. Broker/Dealer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price to Broker/Dealer’s customers). (e) ADI will accept Broker/Dealer’s purchase orders for Fund Shares only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI will not accept from Broker/Dealer a conditional order. All orders redeeming any Fund shares shall be executed in accordance with Rule 22c-1 of the 1940 Act. All orders are subject to acceptance or rejection by ADI in its sole discretion. ADI reserves the right, at its discretion and without notice to the Broker/Dealer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (f) The transmission of orders for Fund shares will be governed by instructions that ADI will periodically issue to Broker/Dealer. Broker/Dealer must pay for a Fund’s shares in ‘Federal Funds,’ and ADI must receive Broker/Dealer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934, as amended. If ADI does not receive Broker/Dealer’s payment on or before such settlement date, ADI may, without notice, cancel the sale, or, at ADI’s option, sell a Fund’s shares that Broker/Dealer ordered back to the issuing Fund. ADI will hold Broker/Dealer responsible agrees to reimburse, indemnify and hold harmless each of ADI and the issuing Fund for any loss suffered by ADI or the issuing Fund as a result of Broker/Dealer’s failure to make payment as required. (g) Broker/Dealer agrees to use the application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”). The application will be reviewed by ADI or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer hereby certifies that all of Broker/Dealer customers’ taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI or the Company by Broker/Dealer are correct and that ADI or the Company will not open an account without Broker/Dealer providing the Company’s Transfer Agent (“Transfer Agent”) with the customer’s TIN or SSN. (h) Broker/Dealer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer will not offer shares of any Fund for sale in any jurisdiction unless such shares are duly registered therein under all the applicable securities laws, rules and regulations. (i) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer by the Transfer Agent.

Appears in 1 contract

Samples: Broker Dealer Selling Agreement (Heartland Group Inc)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable investors for Company’s shares as described herein. Subject to the performance by ADI of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI contained herein, Broker/Dealer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors shareholders for the duration of their investments. It is understood that the Broker/Dealer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer from acting as a selling agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/Dealer’s agency relationship with ADI hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s shares to Broker/Dealer’s customers, Broker/Dealer agrees to act as dealer for Broker/Dealer’s own account and in no transaction shall the Broker/Dealer have any authority to act or hold itself out as agent for ADI or the Company, except for the limited purposes set forth under this Agreement. ADI acknowledges that customers of Broker/Dealer who purchase Fund shares are the Broker/Dealer’s customers. Broker/Dealer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”). (c) Broker/Dealer agrees to offer and sell each Fund’s shares to Broker/Dealer’s customers only at the applicable public offering price, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus. Broker/Dealer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements thereto). (d) Broker/Dealer agrees to purchase Fund’s shares from ADI or from Broker/Dealer customers. If Broker/Dealer purchases from ADI, Broker/Dealer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer from its customers; (b) for shares being acquired by Broker/Dealer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/Dealer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/Dealer’s employees or for investments in Individual Retirement Accounts established by Broker/Dealer’s employees, and if Broker/Dealer so advises ADI in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer agrees to waive all Broker/Dealer concessions, if any, to all sales of shares. If Broker/Dealer purchases shares from Broker/Dealer customers, Broker/Dealer agrees not to purchase shares from Broker/Dealer customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price to Broker/Dealer’s customers). (e) ADI will accept Broker/Dealer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI will not accept from Broker/Dealer a conditional order. All orders redeeming any shares shall be executed in accordance with Rule 22c-1 of the 1940 Act. All orders are subject to acceptance or rejection by ADI in its sole discretion. ADI reserves the right, at its discretion and without notice to the Broker/Dealer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (f) The transmission of orders will be governed by instructions that ADI will periodically issue to Broker/Dealer. Broker/Dealer must pay for Fund’s shares in ‘Federal Funds,’ and ADI must receive Broker/Dealer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934. If ADI does not receive Broker/Dealer’s payment on or before such settlement date, ADI may, without notice, cancel the sale, or, at ADI’s option, sell a Fund’s shares that Broker/Dealer ordered back to the issuing Fund. ADI will hold Broker/Dealer responsible for any loss suffered by ADI or the issuing Fund as a result of Broker/Dealer’s failure to make payment as required. (g) Broker/Dealer agrees to use the account application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”). The account application will be reviewed by ADI or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer hereby certifies that all of Broker/Dealer customers’ taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI or the Company by Broker/Dealer are correct and that ADI or the Company will not open an account without Broker/Dealer providing the Company’s Transfer Agent transfer agent (“Transfer Agent”) with the customer’s TIN or SSN. (h) Broker/Dealer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (i) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agentTransfer Agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer by the Transfer Agent.

Appears in 1 contract

Samples: Broker Dealer Selling Agreement (Wesmark Funds)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer Servicer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable providing shareholder services to investors for acquiring Company’s shares as described herein. Subject to the performance by ADI the Distributor of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI the Distributor contained herein, Broker/Dealer Servicer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors shareholders for the duration of their investments. It is understood that the Broker/Dealer Servicer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer Servicer from acting as a selling an agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/DealerServicer’s agency relationship with ADI the Distributor hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer Servicer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s shares to Broker/DealerServicer’s customers, Broker/Dealer Servicer agrees to act as dealer for Broker/DealerServicer’s own account and in no transaction shall the Broker/Dealer Servicer have any authority to act or hold itself out as agent for ADI the Distributor or the Company, except for the limited purposes set forth under this Agreement. ADI The Distributor acknowledges that customers of Broker/Dealer Servicer who purchase Fund shares are the Broker/DealerServicer’s customers. Broker/Dealer Servicer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”). (c) Broker/Dealer Servicer agrees to offer and sell each Fund’s shares to Broker/DealerServicer’s customers only at the applicable public offering priceprice and in accordance with all applicable repurchase offers issued by the Fund, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus, to the extent applicable. Broker/Dealer Servicer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements Supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements Supplements thereto). (d) Broker/Dealer Servicer agrees to purchase Fund’s shares from ADI the Distributor or from Broker/Dealer Servicer’s customers. If Broker/Dealer Servicer purchases from ADIthe Distributor, Broker/Dealer Servicer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer Servicer from its customers; (b) for shares being acquired by Broker/DealerServicer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/DealerServicer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/DealerServicer’s employees or for investments in Individual Retirement Accounts established by Broker/DealerServicer’s employees, and if Broker/Dealer Servicer so advises ADI the Distributor in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer Servicer agrees to waive all Broker/Dealer Servicer concessions, if any, to all sales of shares. If Broker/Dealer Servicer purchases shares from Broker/Dealer Servicer’s customers, Broker/Dealer Servicer agrees not to purchase shares from Broker/Dealer Servicer’s customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer Servicer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer Servicer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price or repurchase offer price to Broker/DealerServicer’s customers). (e) ADI The Distributor will accept Broker/DealerServicer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI The Distributor will not accept from Broker/Dealer Servicer a conditional order. All orders redeeming any Servicer acknowledges that the Fund will adopt fundamental policies (which may not be changed without shareholder approval) to make periodic offers to purchase shares shall be executed (“repurchase offers”) in accordance with Rule 22c-1 23c-3 under the 1940 Act and as described in the Fund’s then current Prospectus. Repurchases of shares of the Fund will be made at the net asset value of such shares in accordance with the applicable repurchase offer and then current Prospectus, less any applicable charges and expenses for which the Fund has determined to charge shareholders as permitted by Rule 23c-3 of the 1940 Act. Servicer agrees to transmit to its customers any repurchase offer notification received from Distributor within the time period specified in the applicable Prospectus and in such notification, and to use its reasonable best efforts to transmit repurchase requests from its customers to the Fund or its transfer agent or other designee by the applicable repurchase request deadline as specified in the applicable Prospectus and such repurchase offer notification. (f) All orders are subject to acceptance or rejection by ADI the Distributor in its sole discretion. ADI The Distributor reserves the right, at its discretion and without notice to the Broker/DealerServicer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (fg) Servicer acknowledges and agrees that: (i) shares of the Fund will not be repurchased by the Fund (other than in accordance with Rule 23c-3 of the 1000 Xxx); (ii) no secondary market for the shares of the Fund exists currently or is anticipated to develop; therefore, the shares of the Fund have very limited liquidity; (iii) in the event one or more of Servicer’s customers cancel their order for shares of the Fund after confirmation, such shares may not be repurchased, remarketed or otherwise disposed of by or through Distributor; and (iv) any representations regarding a repurchase offer or other tender offer by the Fund, other than that which is specifically set forth in the Fund’s then-current Prospectus or repurchase offer notification issued by the Fund is prohibited. (h) In connection with Servicer ’s recommendations to its customers regarding investment in a Fund, Servicer agrees to make appropriate disclosures to such customers regarding the risks associated with investing in the Fund, including, but not limited to: (i) shares of the Fund will not be listed on a public exchange; (ii) no secondary market is expected to develop for the Fund’s shares; (iii) liquidity for the Fund’s shares will be provided only through quarterly repurchase offers; (iv) there is no guarantee that an investor will be able to sell all the shares that the investor desires to sell in the repurchase offer; (v) an investor should consider an investment in the Fund to be of limited liquidity; (vi) investing in the Fund’s shares may be speculative and involves a high degree of risk; and (vii) an investor should carefully read the Fund’s Prospectus prior to investing in the Fund, including the risks associated with leverage. (i) The transmission of orders will be governed by instructions that ADI the Distributor will periodically issue to Broker/DealerServicer. Broker/Dealer Servicer must pay for Fund’s Fund shares in Federal Funds,and ADI the Distributor must receive Broker/DealerServicer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934, as amended. If ADI the Distributor does not receive Broker/DealerServicer’s payment on or before such settlement date, ADI the Distributor may, without notice, cancel the sale, or, at ADI’s option, sell a Fund’s shares that Broker/Dealer ordered back to the issuing Fund. ADI The Distributor will hold Broker/Dealer Servicer responsible for any loss suffered by ADI the Distributor or the issuing Fund as a result of Broker/DealerServicer’s failure to make payment as required. (gj) Broker/Dealer Servicer agrees to use the account application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”), to the extent applicable. The account application will be reviewed by ADI the Distributor or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer Servicer hereby certifies that all of Broker/Dealer customers’ Servicer’s customers taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI the Distributor or the Company by Broker/Dealer Servicer are correct and that ADI the Distributor or the Company will not open an account without Broker/Dealer Servicer providing the Company’s Transfer Agent transfer agent (“Transfer Agent”) with the customer’s TIN or SSN. (hk) Broker/Dealer Servicer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer Servicer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (il) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agentTransfer Agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer Servicer by the Transfer Agent.

Appears in 1 contract

Samples: Shareholder Servicer Selling Agreement (Opportunistic Credit Interval Fund)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer Servicer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable investors for Company’s shares as described herein. Subject to the performance by ADI of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI the Company contained herein, Broker/Dealer Servicer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors for the duration of their investments. It is understood that the Broker/Dealer Servicer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer Servicer from acting as a selling agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/DealerServicer’s agency relationship with ADI hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer Servicer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s shares to Broker/DealerServicer’s customers, Broker/Dealer Servicer agrees to act as dealer for Broker/DealerServicer’s own account and in no transaction shall the Broker/Dealer Servicer have any authority to act or hold itself out as agent for ADI or the Company. ADI acknowledges that customers of Broker/Dealer Servicer who purchase Fund shares are the Broker/DealerServicer’s customers. Broker/Dealer Servicer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and the Rules of the Financial Industry Regulatory Authority (“FINRA”). (c) Broker/Dealer Servicer agrees to offer and sell each Fund’s shares to Broker/DealerServicer’s customers only at the applicable public offering price, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus. Broker/Dealer Servicer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements thereto). (d) Broker/Dealer Servicer agrees to purchase Fund’s shares from ADI or from Broker/Dealer Servicer customers. If Broker/Dealer Servicer purchases from ADI, Broker/Dealer Servicer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer Servicer from its customers; (b) for shares being acquired by Broker/DealerServicer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/DealerServicer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/DealerServicer’s employees or for investments in Individual Retirement Accounts established by Broker/DealerServicer’s employees, and if Broker/Dealer Servicer so advises ADI in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer Servicer agrees to waive all Broker/Dealer Servicer concessions, if any, to all sales of shares. If Broker/Dealer Servicer purchases shares from Broker/Dealer Servicer customers, Broker/Dealer Servicer agrees not to purchase shares from Broker/Dealer Servicer customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer Servicer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer Servicer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price to Broker/DealerServicer’s customers). (e) ADI will accept Broker/DealerServicer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI will not accept from Broker/Dealer Servicer a conditional order. All orders redeeming any shares shall be executed in accordance with Rule 22c-1 of the 1940 Act. All orders are subject to acceptance or rejection by ADI in its sole discretion. ADI reserves the right, at its discretion and without notice to the Broker/DealerServicer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (f) The transmission of orders will be governed by instructions that ADI will periodically issue to Broker/DealerServicer. Broker/Dealer Servicer must pay for Fund’s shares in ‘Federal Funds,’ and ADI must receive Broker/DealerServicer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934, as amended. If ADI does not receive Broker/DealerServicer’s payment on or before such settlement date, ADI may, without notice, cancel the sale, or, at ADI’s option, sell a Fund’s shares that Broker/Dealer Servicer ordered back to the issuing Fund. ADI will hold Broker/Dealer Servicer responsible for any loss suffered by ADI or the issuing Fund as a result of Broker/DealerServicer’s failure to make payment as required. (g) Broker/Dealer Servicer agrees to use the application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”). The application will be reviewed by ADI or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer Servicer hereby certifies that all of Broker/Dealer Servicer customers’ taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI or the Company by Broker/Dealer Servicer are correct and that ADI or the Company will not open an account without Broker/Dealer Servicer providing the Company’s Transfer Agent transfer agent (“Transfer Agent”) with the customer’s TIN or SSN. (h) Broker/Dealer Servicer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer Servicer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (i) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer Servicer by the Transfer Agenttransfer agent.

Appears in 1 contract

Samples: Intermediary Agreement (Firsthand Funds)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable investors for Company’s shares as described herein. Subject to the performance by ADI the Distributor of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI the Distributor contained herein, Broker/Dealer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors for the duration of their investmentsFund shares. It is understood that the Broker/Dealer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer from acting as a selling an agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/Dealer’s agency relationship with ADI the Distributor hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s shares to Broker/Dealer’s customers, Broker/Dealer agrees to act as dealer for Broker/Dealer’s own account and in no transaction shall the Broker/Dealer have any authority to act or hold itself out as agent for ADI the Distributor or the Company, except for the limited purposes set forth under this Agreement. ADI The Distributor acknowledges that customers of Broker/Dealer who purchase Fund shares are the Broker/Dealer’s customers. Broker/Dealer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (c) Broker/Dealer agrees to offer and sell each Fund’s shares to Broker/Dealer’s customers only at the applicable public offering price, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus. Broker/Dealer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements Supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements Supplements thereto). (d) Broker/Dealer agrees to purchase Fund’s shares from ADI the Distributor or from Broker/Dealer Dealer’s customers. If Broker/Dealer purchases from ADIthe Distributor, Broker/Dealer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer from its customers; (b) for shares being acquired by Broker/Dealer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/Dealer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/Dealer’s employees or for investments in Individual Retirement Accounts established by Broker/Dealer’s employees, and if Broker/Dealer so advises ADI the Distributor in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer agrees to waive all Broker/Dealer concessions, if any, to all sales of shares. If Broker/Dealer purchases shares from Broker/Dealer Dealer’s customers, Broker/Dealer agrees not to purchase shares from Broker/Dealer Dealer’s customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price to Broker/Dealer’s customers). (e) ADI The Distributor will accept Broker/Dealer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI The Distributor will not accept from Broker/Dealer a conditional order. All orders redeeming any shares shall be executed in accordance with Rule 22c-1 of the 1940 Act. All orders are subject to acceptance or rejection by ADI the Distributor in its sole discretion. ADI The Distributor reserves the right, at its discretion and without notice to the Broker/Dealer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (f) The transmission of orders will be governed by instructions that ADI the Distributor will periodically issue to Broker/Dealer. Broker/Dealer must pay for Fund’s shares in ‘Federal Funds,’ and ADI the Distributor must receive Broker/Dealer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934, as amended. If ADI the Distributor does not receive Broker/Dealer’s payment on or before such settlement date, ADI the Distributor may, without notice, cancel the sale, or, at ADIthe Distributor’s option, sell a Fund’s shares that Broker/Dealer ordered back to the issuing Fund. ADI The Distributor will hold Broker/Dealer responsible for any loss suffered by ADI the Distributor or the issuing Fund as a result of Broker/Dealer’s failure to make payment as required. (g) Broker/Dealer agrees to use the account application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”). The account application will be reviewed by ADI the Distributor or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer hereby certifies that all of Broker/Dealer customers’ Dealer’s customers taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI the Distributor or the Company by Broker/Dealer are correct and that ADI the Distributor or the Company will not open an account without Broker/Dealer providing the Company’s Transfer Agent transfer agent (“Transfer Agent”) with the customer’s TIN or SSN. (h) Broker/Dealer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (i) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agentTransfer Agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer by the Transfer Agent.

Appears in 1 contract

Samples: Broker Dealer Selling Agreement (Smead Funds Trust)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable investors for Company’s shares as described herein. Subject to the performance by ADI APSD of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI APSD contained herein, Broker/Dealer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors for the duration of their investments. It is understood that the Broker/Dealer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer from acting as a selling agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/Dealer’s agency relationship with ADI APSD hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s shares to Broker/Dealer’s customers, Broker/Dealer agrees to act as dealer for Broker/Dealer’s own account and in no transaction shall the Broker/Dealer have any authority to act or hold itself out as agent for ADI APSD or the Company. ADI APSD acknowledges that customers of Broker/Dealer who purchase Fund shares are the Broker/Dealer’s customers. Broker/Dealer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”). (c) Broker/Dealer agrees to offer and sell each Fund’s shares to Broker/Dealer’s customers only at the applicable public offering price, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus. Broker/Dealer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements thereto). (d) Broker/Dealer agrees to purchase Fund’s shares from ADI APSD or from Broker/Dealer customers. If Broker/Dealer purchases from ADIAPSD, Broker/Dealer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer from its customers; (b) for shares being acquired by Broker/Dealer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/Dealer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/Dealer’s employees or for investments in Individual Retirement Accounts established by Broker/Dealer’s employees, and if Broker/Dealer so advises ADI APSD in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer agrees to waive all Broker/Dealer concessions, if any, to all sales of shares. If Broker/Dealer purchases shares from Broker/Dealer customers, Broker/Dealer agrees not to purchase shares from Broker/Dealer customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price to Broker/Dealer’s customers). (e) ADI APSD will accept Broker/Dealer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI APSD will not accept from Broker/Dealer a conditional order. All orders redeeming any shares shall be executed in accordance with Rule 22c-1 of the 1940 Act. All orders are subject to acceptance or rejection by ADI APSD in its sole discretion. ADI APSD reserves the right, at its discretion and without notice to the Broker/Dealer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (f) The transmission of orders will be governed by instructions that ADI APSD will periodically issue to Broker/Dealer. Broker/Dealer must pay for Fund’s shares in ‘Federal Funds,’ and ADI APSD must receive Broker/Dealer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934. If ADI APSD does not receive Broker/Dealer’s payment on or before such settlement date, ADI APSD may, without notice, cancel the sale, or, at ADIAPSD’s option, sell a Fund’s shares that Broker/Dealer ordered back to the issuing Fund. ADI APSD will hold Broker/Dealer responsible for any loss suffered by ADI APSD or the issuing Fund as a result of Broker/Dealer’s failure to make payment as required. (g) Broker/Dealer agrees to use the application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”). The application will be reviewed by ADI APSD or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer hereby certifies that all of Broker/Dealer customers’ taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI APSD or the Company by Broker/Dealer are correct and that ADI APSD or the Company will not open an account without Broker/Dealer providing the Company’s Transfer Agent (“Transfer Agent”) with the customer’s TIN or SSN. (h) Broker/Dealer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (i) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer by the Transfer Agent.

Appears in 1 contract

Samples: Broker Dealer Selling Agreement (Clough Funds Trust)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer Servicer is hereby appointed as a non-exclusive selling agent of the Company ADI during the term herein specified for the purpose of finding suitable investors for Company’s shares as described herein. Subject to the performance by ADI of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI contained herein, Broker/Dealer Servicer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors shareholders for the duration of their investments. It is understood that the Broker/Dealer Servicer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer Servicer from acting as a selling an agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/DealerServicer’s agency relationship with ADI hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer Servicer shall be deemed made pursuant to this Agreement. (b) In offering and selling the Company’s shares to Broker/DealerServicer’s customers, Broker/Dealer Servicer agrees to act as dealer for Broker/DealerServicer’s own account and in no transaction shall the Broker/Dealer Servicer have any authority to act or hold itself out as agent for ADI or the CompanyCompany except for the limited purposes set forth in this Agreement. ADI acknowledges that customers of Broker/Dealer Servicer who purchase Fund the Funds’ shares are the Broker/DealerServicer’s customers. Broker/Dealer Servicer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”). (c) Broker/Dealer Servicer agrees to offer and sell each Fund’s shares to Broker/DealerServicer’s customers only at the applicable public offering price, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus. Broker/Dealer Servicer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements Supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements Supplements thereto). (d) Broker/Dealer Servicer agrees to purchase Fund’s shares only from ADI or from Broker/Dealer Servicer’s customers. If Broker/Dealer Servicer purchases from ADI, Broker/Dealer Servicer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer Servicer from its customers; (b) for shares being acquired by Broker/DealerServicer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/DealerServicer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/DealerServicer’s employees or for investments in Individual Retirement Accounts established by Broker/DealerServicer’s employees, and if Broker/Dealer Servicer so advises ADI in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer Servicer agrees to waive all Broker/Dealer Servicer concessions, if any, to all sales of shares. If Broker/Dealer Servicer purchases shares from Broker/Dealer Servicer’s customers, Broker/Dealer Servicer agrees not to purchase shares from Broker/Dealer Servicer’s customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer Servicer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer Servicer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price to Broker/DealerServicer’s customers). (e) ADI will accept Broker/DealerServicer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI will not accept from Broker/Dealer Servicer a conditional order. All orders redeeming any Fund shares shall be executed in accordance with Rule 22c-1 of the 1940 Act. All orders are subject to acceptance or rejection by ADI in its sole discretion. ADI reserves the right, at its discretion and without notice to the Broker/DealerServicer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (f) The transmission of orders will be governed by instructions that ADI will periodically issue to Broker/DealerServicer. Broker/Dealer Servicer must pay for Fund’s shares in ‘Federal Funds,’ and ADI must receive Broker/DealerServicer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934. If ADI does not receive Broker/DealerServicer’s payment on or before such settlement date, ADI may, without notice, cancel the sale, or, at ADI’s option, sell a Fund’s shares that Broker/Dealer Servicer ordered back to the issuing Fund. ADI will hold Broker/Dealer Servicer responsible for any loss suffered by ADI or the issuing Fund as a result of Broker/DealerServicer’s failure to make payment as required. (g) Broker/Dealer Servicer agrees to use the account application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”). The account application will be reviewed by ADI or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer Servicer hereby certifies that all of Broker/Dealer customers’ Servicer’s customer taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI or the Company by Broker/Dealer Servicer are correct and that ADI or the Company will not open an account without Broker/Dealer Servicer providing the Company’s Transfer Agent transfer agent (“Transfer Agent”) with the customer’s TIN or SSN. (h) Broker/Dealer Servicer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer Servicer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (i) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agentTransfer Agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer Servicer by the Transfer Agent.

Appears in 1 contract

Samples: Shareholder Servicing Agreement (Heartland Group Inc)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer Servicer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable investors for Company’s shares as described herein. Subject to the performance by ADI of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI the Company contained herein, Broker/Dealer Servicer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors for the duration of their investments. It is understood that the Broker/Dealer Servicer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer Servicer from acting as a selling agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/DealerServicer’s agency relationship with ADI hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer Servicer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s shares to Broker/DealerServicer’s customers, Broker/Dealer Servicer agrees to act as dealer for Broker/DealerServicer’s own account and in no transaction shall the Broker/Dealer Servicer have any authority to act or hold itself out as agent for ADI or the Company. ADI acknowledges that customers of Broker/Dealer Servicer who purchase Fund shares are the Broker/DealerServicer’s customers. Broker/Dealer Servicer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and the NASD Rules of the Financial Industry Regulatory Authority (“FINRA”). (c) Broker/Dealer Servicer agrees to offer and sell each Fund’s shares to Broker/DealerServicer’s customers only at the applicable public offering price, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus. Broker/Dealer Servicer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements thereto). (d) Broker/Dealer Servicer agrees to purchase Fund’s shares from ADI or from Broker/Dealer Servicer customers. If Broker/Dealer Servicer purchases from ADI, Broker/Dealer Servicer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer Servicer from its customers; (b) for shares being acquired by Broker/DealerServicer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/DealerServicer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/DealerServicer’s employees or for investments in Individual Retirement Accounts established by Broker/DealerServicer’s employees, and if Broker/Dealer Servicer so advises ADI in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer Servicer agrees to waive all Broker/Dealer Servicer concessions, if any, to all sales of shares. If Broker/Dealer Servicer purchases shares from Broker/Dealer Servicer customers, Broker/Dealer Servicer agrees not to purchase shares from Broker/Dealer Servicer customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer Servicer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer Servicer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price to Broker/DealerServicer’s customers). (e) ADI will accept Broker/DealerServicer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI will not accept from Broker/Dealer Servicer a conditional order. All orders redeeming any shares shall be executed in accordance with Rule 22c-1 of the 1940 Act. All orders are subject to acceptance or rejection by ADI in its sole discretion. ADI reserves the right, at its discretion and without notice to the Broker/DealerServicer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (f) The transmission of orders will be governed by instructions that ADI will periodically issue to Broker/DealerServicer. Broker/Dealer Servicer must pay for Fund’s shares in ‘Federal Funds,’ and ADI must receive Broker/DealerServicer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934. If ADI does not receive Broker/DealerServicer’s payment on or before such settlement date, ADI may, without notice, cancel the sale, or, at ADI’s option, sell a Fund’s shares that Broker/Dealer Servicer ordered back to the issuing Fund. ADI will hold Broker/Dealer Servicer responsible for any loss suffered by ADI or the issuing Fund as a result of Broker/DealerServicer’s failure to make payment as required. (g) Broker/Dealer Servicer agrees to use the application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”). The application will be reviewed by ADI or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer Servicer hereby certifies that all of Broker/Dealer Servicer customers’ taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI or the Company by Broker/Dealer Servicer are correct and that ADI or the Company will not open an account without Broker/Dealer Servicer providing the Company’s Transfer Agent transfer agent (“Transfer Agent”) with the customer’s TIN or SSN. (h) Broker/Dealer Servicer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer Servicer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (i) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer Servicer by the Transfer Agenttransfer agent.

Appears in 1 contract

Samples: Intermediary Agreement (Firsthand Funds)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable investors for Company’s shares as described herein. Subject to the performance by ADI the Distributor of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI the Distributor contained herein, Broker/Dealer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors shareholders for the duration of their investments. It is understood that the Broker/Dealer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer from acting as a selling an agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/Dealer’s agency relationship with ADI the Distributor hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s shares to Broker/Dealer’s customers, Broker/Dealer agrees to act as dealer for Broker/Dealer’s own account and in no transaction shall the Broker/Dealer have any authority to act or hold itself out as agent for ADI the Distributor or the Company, except for the limited purposes set forth under this Agreement. ADI The Distributor acknowledges that customers of Broker/Dealer who purchase Fund shares are the Broker/Dealer’s customers. Broker/Dealer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the 2017-10-Harvest Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”). (c) Broker/Dealer agrees to offer and sell each Fund’s shares to Broker/Dealer’s customers only at the applicable public offering price, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus. Broker/Dealer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements Supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements Supplements thereto). (d) Broker/Dealer agrees to purchase Fund’s shares from ADI the Distributor or from Broker/Dealer Dealer’s customers. If Broker/Dealer purchases from ADIthe Distributor, Broker/Dealer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer from its customers; (b) for shares being acquired by Broker/Dealer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/Dealer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/Dealer’s employees or for investments in Individual Retirement Accounts established by Broker/Dealer’s employees, and if Broker/Dealer so advises ADI the Distributor in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer agrees to waive all Broker/Dealer concessions, if any, to all sales of shares. If Broker/Dealer purchases shares from Broker/Dealer Dealer’s customers, Broker/Dealer agrees not to purchase shares from Broker/Dealer Dealer’s customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price to Broker/Dealer’s customers). (e) ADI The Distributor will accept Broker/Dealer’s purchase orders only at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI The Distributor will not accept from Broker/Dealer a conditional order. All orders redeeming any shares shall be executed in accordance with Rule 22c-1 of the 1940 Act. All orders are subject to acceptance or rejection by ADI the Distributor in its sole discretion. ADI The Distributor reserves the right, at its discretion and without notice to the Broker/Dealer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (f) The transmission of orders will be governed by instructions that ADI the Distributor will periodically issue to Broker/Dealer. Broker/Dealer must pay for Fund’s shares in ‘Federal Funds,’ and ADI the Distributor must receive Broker/Dealer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934. If ADI the Distributor does not receive Broker/Dealer’s payment on or before such settlement date, ADI the Distributor may, without notice, cancel the sale, or, at ADIthe Distributor’s option, sell a Fund’s shares that Broker/Dealer ordered back to the issuing Fund. ADI The Distributor will hold Broker/Dealer responsible for any loss suffered by ADI the Distributor or the issuing Fund as a result of Broker/Dealer’s failure to make payment as required. (g) Broker/Dealer agrees to use the account application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”). The account application will be reviewed by ADI the Distributor or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer hereby 2017-10-Harvest certifies that all of Broker/Dealer customers’ Dealer’s customers taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI the Distributor or the Company by Broker/Dealer are correct and that ADI the Distributor or the Company will not open an account without Broker/Dealer providing the Company’s Transfer Agent transfer agent (“Transfer Agent”) with the customer’s TIN or SSN. (h) Broker/Dealer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (i) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agentTransfer Agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer by the Transfer Agent. (j) You may charge a commission or other transaction based fee on purchases and sales of shares of the fund on your firm’s brokerage platform as presented in the Agreement Fee Schedule. To the extent such a fee is charged, you represent that you are acting solely as an agent for your customer with respect to their purchase or sale of the designated shares. Any such commission will be charged in a manner consistent with applicable FINRA rules.

Appears in 1 contract

Samples: Broker Dealer Selling Agreement (Harvest Volatility Edge Trust)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable providing shareholder services to investors for acquiring Company’s shares as described herein. Subject to the performance by ADI the Dealer Manager of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI the Dealer Manager contained herein, Broker/Dealer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fundthe Company’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors shareholders for the duration of their investments. It is understood that the Broker/Dealer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer from acting as a selling an agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/Dealer’s agency relationship with ADI the Dealer Manager hereunder shall continue until the termination of this Agreement. Any sales of a Fundthe Company’s shares made prior to the date hereof by Broker/Dealer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s shares to Broker/Dealer’s customers, Broker/Dealer agrees to act as dealer for Broker/Dealer’s own account and in no transaction shall the Broker/Dealer that it does not have any authority to act or hold itself out as agent for ADI the Dealer Manager or the Company, except for the limited purposes set forth under this Agreement. ADI The Dealer Manager acknowledges that customers of Broker/Dealer who purchase Fund shares Shares are the Broker/Dealer’s customers. Broker/Dealer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority Authority, Inc. (“FINRA”). (c) Broker/Dealer agrees to offer and sell each Fund’s shares Shares to Broker/Dealer’s customers only at the applicable public offering priceprice and in accordance with all applicable repurchase offers issued by the Company, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus, to the extent applicable. Broker/Dealer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then then-current Prospectus (including any supplements Supplements thereto), and to each customer who so requests, a copy of the then-current SAI (including any supplements Supplements thereto). (d) Broker/Dealer agrees to instruct its customers who purchase Shares of the Company to submit their orders and make their checks payable directly to “Pathway Capital Opportunity Fund’s shares from ADI or from Broker/Dealer customers. If Broker/Dealer purchases from ADI, Broker/Dealer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer from its customers; (b) for shares being acquired by Broker/Dealer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/Dealer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/Dealer’s employees or for investments in Individual Retirement Accounts established by Broker/Dealer’s employees, and if Broker/Dealer so advises ADI in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer agrees to waive all Broker/Dealer concessions, if any, to all sales of shares. If Broker/Dealer purchases shares from Broker/Dealer customers, Broker/Dealer agrees not to purchase shares from Broker/Dealer customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price to Broker/Dealer’s customers). (e) ADI will accept Broker/Dealer’s purchase orders only Inc.” at the public offering price applicable to each order, as determined in accordance with the then-current Prospectus. ADI will In addition, Dealer agrees to cause its customers to submit their orders for Shares as specified in the account application provided with the Prospectus. Any Dealer receiving a check not accept from Broker/conforming to the instructions set forth in the Company’s applicable order processing forms shall return such check directly to such customer not later than the end of the next business day following its receipt. Checks received by the Dealer a conditional order. All orders redeeming any shares which conform to the instructions set forth in the Company’s applicable order processing forms shall be executed transmitted for deposit with the Company by noon Eastern Time of the next business day following receipt by the Dealer. (e) If requested by the Company or the Dealer Manager, the Dealer shall obtain from its customers who purchased the Shares, other documentation reasonably deemed by the Company or the Dealer Manager to be required under applicable law or as may be necessary to reflect the policies of the Company of the Dealer Manager. Such documentation may include, without limitation, customer’s written acknowledgment and agreement to the privacy policies of the Company or the Dealer Manager. (f) Dealer acknowledges that the Company will adopt fundamental policies (which may not be changed without shareholder approval) to make periodic offers to purchase shares (“repurchase offers”) in accordance with Rule 22c-1 23c-3 under the 1940 Act and as described in the Company’s then-current Prospectus. Repurchases of shares of the Company will be made at the net asset value of such shares in accordance with the applicable repurchase offer and then-current Prospectus, less any applicable charges and expenses for which the Company has determined to charge shareholders as permitted by Rule 23c-3 of the 1940 Act. Dealer agrees to transmit to its customers any repurchase offer notification received from Dealer Manager within the time period specified in the applicable Prospectus and in such notification, and to use its reasonable best efforts to transmit repurchase requests from its customers to the Company or its transfer agent or other designee by the applicable repurchase request deadline as specified in the applicable Prospectus and such repurchase offer notification. (g) All orders are subject to acceptance or rejection by ADI the Company in its sole discretion. ADI The Dealer Manager reserves the right, at its discretion and without notice to the Broker/Dealer, to suspend sales or to withdraw the offering of a Fundthe Company’s shares, in whole or in part, or to make a limited offering of any Fund’s sharesShares. The minimum and maximum dollar amounts for purchase of a Fundthe Company’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fundthe Company’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (fh) The transmission Dealer acknowledges and agrees that: (i) shares of orders the Company will not be governed repurchased by instructions that ADI will periodically issue to Broker/Dealer. Broker/Dealer must pay for Fund’s shares in ‘Federal Funds,’ and ADI must receive Broker/Dealer’s payment on or before the settlement date established Company (other than in accordance with Rule 15c6-1 under 23c-3 of the Securities Exchange Act 0000 Xxx); (ii) no secondary market for the shares of 1934. If ADI does not receive Broker/the Company exists currently or is anticipated to develop; therefore, the shares of the Company have very limited liquidity; (iii) in the event one or more of Dealer’s payment on customers cancel their order for shares of the Company after confirmation, such shares may not be repurchased, remarketed or before such settlement dateotherwise disposed of by or through Dealer Manager; and (iv) any representations regarding a repurchase offer or other tender offer by the Company, ADI may, without notice, cancel other than that which is specifically set forth in the sale, or, at ADICompany’s option, sell a Fund’s shares that Broker/Dealer ordered back to then-current Prospectus or repurchase offer notification issued by the issuing Fund. ADI will hold Broker/Dealer responsible for any loss suffered by ADI or the issuing Fund as a result of Broker/Dealer’s failure to make payment as requiredCompany is prohibited. (gi) Broker/In connection with Dealer’s recommendations to its customers regarding investment in the Company, Dealer agrees to make appropriate disclosures to such customers regarding the risks associated with investing in the Company, including, but not limited to: (i) shares of the Company will not be listed on a public exchange; (ii) no secondary market is expected to develop for the Company’s shares; (iii) liquidity for the Company’s shares will be provided only through quarterly repurchase offers; (iv) there is no guarantee that an investor will be able to sell all the shares that the investor desires to sell in the repurchase offer; (v) an investor should consider an investment in the Company to be of limited liquidity; (vi) investing in the Company’s shares may be speculative and involves a high degree of risk; and (vii) an investor should carefully read the Company’s Prospectus prior to investing in the Company, including the risks associated with leverage. (j) Dealer agrees to cause its customers to use the account application provided with the Prospectus as the means of placing transmitting a customer’s order to the Company except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”), to the extent applicable. The account application will be reviewed by ADI the Dealer Manager or the Company to determine that all information necessary to issue a Fundthe Company’s shares has been entered. Broker/Dealer hereby certifies that all of Broker/Dealer customers’ Dealer’s customers taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI the Dealer Manager or the Company by Broker/Dealer are correct and that ADI the Dealer Manager or the Company will not open an account without Broker/Dealer providing the Company’s Transfer Agent transfer agent (“Transfer Agent”) with the customer’s TIN or SSN. (hk) Broker/Dealer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer will not offer shares of any Fund Shares for sale unless such shares Shares are duly registered under all the applicable securities laws, rules and regulations. (il) Any transaction in shares of a Fund the Company shall be effected and evidenced by book-entry on the records maintained by the transfer agentTransfer Agent. A confirmation statement evidencing transactions in a Fundthe Company’s shares will be transmitted to Broker/Dealer by the Transfer Agent.

Appears in 1 contract

Samples: Dealer Manager Agreement (Pathway Energy Infrastructure Fund, Inc.)

Purchases of Company Shares for Sale to Customers. (a) Broker/Dealer is hereby appointed as a non-exclusive selling agent of the Company during the term herein specified for the purpose of finding suitable providing shareholder services to investors for acquiring Company’s shares as described herein. Subject to the performance by ADI the Distributor of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of ADI the Distributor contained herein, Broker/Dealer hereby accepts such agency and agrees on the terms and conditions set forth herein and in each Fund’s then-current Prospectus to use reasonable efforts during the term hereof to find suitable investors and to provide ongoing services to such investors shareholders for the duration of their investments. It is understood that the Broker/Dealer has no commitment with regard to the sale of the Company’s shares other than to use reasonable efforts and shall not prevent Broker/Dealer from acting as a selling an agent or underwriter for the securities of other issuers that may be offered or sold during the term hereof. Broker/Dealer’s agency relationship with ADI the Distributor hereunder shall continue until the termination of this Agreement. Any sales of a Fund’s shares made prior to the date hereof by Broker/Dealer shall be deemed made pursuant to this Agreement. (b) In offering and selling Company’s shares to Broker/Dealer’s customers, Broker/Dealer agrees to act as dealer for Broker/Dealer’s own account and in no transaction shall the Broker/Dealer have any authority to act or hold itself out as agent for ADI the Distributor or the Company, except for the limited purposes set forth under this Agreement. ADI The Distributor acknowledges that customers of Broker/Dealer who purchase Fund shares are the Broker/Dealer’s customers. Broker/Dealer shall be responsible for opening, approving, and monitoring customer accounts and for the review and supervision of these accounts, all in accordance with the rules of the Securities and Exchange Commission (“SEC”) and Financial Industry Regulatory Authority (“FINRA”). (c) Broker/Dealer agrees to offer and sell each Fund’s shares to Broker/Dealer’s customers only at the applicable public offering priceprice plus any applicable sales load and in accordance with all applicable repurchase offers issued by the Fund, giving effect to any cumulative or quantity discounts or other purchase programs, plans, or services described in the then-current Prospectus, to the extent applicable. Broker/Dealer agrees to deliver, or cause to be delivered, to each customer, at or prior to the time of any purchase of shares, a copy of the then current Prospectus (including any supplements Supplements thereto), and to each customer who so requests, a copy of the then-then- current SAI (including any supplements Supplements thereto). (d) Broker/Dealer agrees to purchase Fund’s shares from ADI the Distributor or from Broker/Dealer Dealer’s customers. If Broker/Dealer purchases from ADIthe Distributor, Broker/Dealer agrees that all such purchases shall be made only: (a) to cover orders already received by Broker/Dealer from its customers; (b) for shares being acquired by Broker/Dealer’s customers pursuant to either the exchange privilege or the reinvestment privilege, as described in the then-current Prospectus of a Fund; (c) for Broker/Dealer’s own bona fide investment; or (d) for investments by any Internal Revenue Service (“IRS”) qualified plan or other trust established for the benefit of Broker/Dealer’s employees or for investments in Individual Retirement Accounts established by Broker/Dealer’s employees, and if Broker/Dealer so advises ADI the Distributor in writing prior to any sale of shares pursuant to this subparagraph (d), Broker/Dealer agrees to waive all Broker/Dealer concessions, if any, to all sales of shares. If Broker/Dealer purchases shares from Broker/Dealer Dealer’s customers, Broker/Dealer agrees not to purchase shares from Broker/Dealer Dealer’s customers at a price lower than the applicable redemption price, determined in the manner described in the then-current Prospectus. Broker/Dealer shall not withhold placing customers’ orders for shares so as to profit the Broker/Dealer as a result of such withholding (e.g., to include, but not limited to, a change in a Fund’s net asset value from that used in determining the offering price or repurchase offer price to Broker/Dealer’s customers). (e) ADI The Distributor will accept Broker/Dealer’s purchase orders only at the public offering price applicable to each orderorder plus any applicable sales load, as determined in accordance with the then-current Prospectus. ADI The Distributor will not accept from Broker/Dealer a conditional order. All orders redeeming any Broker/Dealer acknowledges that the Fund will adopt fundamental policies (which may not be changed without shareholder approval) to make periodic offers to purchase shares shall be executed (“repurchase offers”) in accordance with Rule 22c-1 23c-3 under the 1940 Act and as described in the Fund’s then current Prospectus. Repurchases of shares of the Fund will be made at the net asset value of such shares in accordance with the applicable repurchase offer and then current Prospectus, less any applicable charges and expenses for which the Fund has determined to charge shareholders as permitted by Rule 23c-3 of the 1940 Act. Broker/Dealer agrees to transmit to its customers any repurchase offer notification received from Distributor within the time period specified in the applicable Prospectus and in such notification, and to use its reasonable best efforts to transmit repurchase requests from its customers to the Fund or its transfer agent or other designee by the applicable repurchase request deadline as specified in the applicable Prospectus and such repurchase offer notification. (f) All orders are subject to acceptance or rejection by ADI the Distributor in its sole discretion. ADI The Distributor reserves the right, at its discretion and without notice to the Broker/Dealer, to suspend sales or to withdraw the offering of a Fund’s shares, in whole or in part, or to make a limited offering of any Fund’s shares. The minimum and maximum dollar amounts for purchase of a Fund’s shares (and any classes thereto) for any shareholder shall be the applicable minimum or maximum amount described in such Fund’s then-current Prospectus and no order for less or more than, as the case may be, such amount will be accepted hereunder. (fg) Broker/Dealer acknowledges and agrees that: (i) shares of the Fund will not be repurchased by the Fund (other than in accordance with Rule 23c-3 of the 0000 Xxx); (ii) no secondary market for the shares of the Fund exists currently or is anticipated to develop; therefore, the shares of the Fund have very limited liquidity; (iii) in the event one or more of Broker/Dealer’s customers cancel their order for shares of the Fund after confirmation, such shares may not be repurchased, remarketed or otherwise disposed of by or through Distributor; and (iv) any representations regarding a repurchase offer or other tender offer by the Fund, other than that which is specifically set forth in the Fund’s then-current Prospectus or repurchase offer notification issued by the Fund is prohibited. (h) In connection with Broker/Dealer’s recommendations to its customers regarding investment in a Fund, Broker/Dealer agrees to make appropriate disclosures to such customers regarding the risks associated with investing in the Fund, including, but not limited to: (i) shares of the Fund will not be listed on a public exchange; (ii) no secondary market is expected to develop for the Fund’s shares; (iii) liquidity for the Fund’s shares will be provided only through quarterly repurchase offers; (iv) there is no guarantee that an investor will be able to sell all the shares that the investor desires to sell in the repurchase offer; (v) an investor should consider an investment in the Fund to be of limited liquidity; (vi) investing in the Fund’s shares may be speculative and involves a high degree of risk; and (vii) an investor should carefully read the Fund’s Prospectus prior to investing in the Fund, including the risks associated with leverage. (i) The transmission of orders will be governed by instructions that ADI the Distributor will periodically issue to Broker/Dealer. Broker/Dealer must pay for Fund’s shares in ‘Federal Funds,’ and ADI the Distributor must receive Broker/Dealer’s payment on or before the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934, as amended. If ADI the Distributor does not receive Broker/Dealer’s payment on or before such settlement date, ADI the Distributor may, without notice, cancel the sale, or, at ADI’s option, sell a Fund’s shares that Broker/Dealer ordered back to the issuing Fund. ADI The Distributor will hold Broker/Dealer responsible for any loss suffered by ADI the Distributor or the issuing Fund as a result of Broker/Dealer’s failure to make payment as required. (gj) Broker/Dealer agrees to use the account application provided with the Prospectus as the means of placing a customer’s order except for accounts opened or maintained pursuant to the networking system of the National Securities Clearing Corporation (“NSCC”), to the extent applicable. The account application will be reviewed by ADI the Distributor or the Company to determine that all information necessary to issue a Fund’s shares has been entered. Broker/Dealer hereby certifies that all of Broker/Dealer customers’ Dealer’s customers taxpayer identification numbers (“TIN”) or social security numbers (“SSN”) furnished to ADI the Distributor or the Company by Broker/Dealer are correct and that ADI the Distributor or the Company will not open an account without Broker/Dealer providing the Company’s Transfer Agent transfer agent (“Transfer Agent”) with the customer’s TIN or SSN. (hk) Broker/Dealer will comply with all applicable Federal and state laws and with the rules and regulations of applicable regulatory agencies thereunder. Broker/Dealer will not offer shares of any Fund for sale unless such shares are duly registered under all the applicable securities laws, rules and regulations. (il) Any transaction in shares of a Fund shall be effected and evidenced by book-entry on the records maintained by the transfer agentTransfer Agent. A confirmation statement evidencing transactions in a Fund’s shares will be transmitted to Broker/Dealer by the Transfer Agent.

Appears in 1 contract

Samples: Broker Dealer Selling Agreement

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