Qualification to Act. You represent that you are a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD"). Your expulsion or suspension from the NASD will automatically terminate this Agreement on the effective date of such expulsion or suspension. You agree that you will not offer Shares to persons in any jurisdiction in which you may not lawfully make such offer due to the fact that you have not registered under, or are not exempt from, the applicable registration or licensing requirements of such jurisdiction. You agree that in performing the services under this Agreement, you at all times will comply with the NASD's Conduct Rules, including, without limitation, the provisions of Rule 2830. You agree that you will not combine customer orders to reach breakpoints in commissions for any purposes whatsoever unless authorized by the then current Prospectus in respect of Shares of a particular class or by us in writing. You also agree that you will place orders immediately upon their receipt and will not withhold any order so as to profit therefrom. In determining the amount payable to you hereunder, we reserve the right to exclude any sales which we reasonably determine are not made in accordance with the terms of the Prospectus and provisions of the Agreement.
Qualification to Act. You represent that you are a member in good standing of National Association of Securities Dealers, Inc. (the "NASD"). Your expulsion or suspension from the NASD will automatically terminate this Agreement on the effective date of such expulsion or suspension. You agree that you will not offer Shares to persons in any jurisdiction in which you may not lawfully make such offer due to the fact that you have not registered under, or are not exempt from, the applicable registration or licensing requirements of such jurisdiction. You agree that in performing the services under this Agreement, you at all times, will comply with the Conduct Rules (formerly the Rules of Fair Practice) of the NASD, including, without limitation, the provisions of Rule 2830 (formerly Section 26) of such Rules. You agree that you will not combine customer orders to reach breakpoints in commission for any purposes whatsoever unless authorized by the then current Prospectus in respect of a particular class of Shares or by us in writing. You also agree that you will place orders immediately upon their receipt and will not withhold any order so as to profit therefrom. In determining the amount payable to you hereunder, we reserve the right to exclude any sales which we reasonably determine are not made in accordance with the terms of the relevant prospectus and provisions of the Agreement.
Qualification to Act a. You represent that you are either (a) a member in good standing of the NASD or (b) exempt under federal and state securities laws from registration as a broker or dealer, and have been duly authorized by proper corporate action to enter into this Agreement and to perform your obligations hereunder, evidence of which corporate action shall be properly maintained and made part of your corporate records.
b. If you are a member of the NASD, your expulsion or suspension from the NASD will automatically terminate this Agreement on the effective date of such expulsion or suspension. If you are exempt under federal and state securities laws from registration as a broker or dealer, you represent that you possess the legal authority to perform the services contemplated by this Agreement without violating applicable law, and this Agreement shall automatically terminate in the event that you no longer possess such authority. You agree that you will not offer Shares to persons in any jurisdiction in which you may not lawfully make such offer due to the fact that you have not registered under, or are not exempt from, the applicable registration or licensing requirements of such jurisdiction. You agree to notify us in writing of any such action or event that shall cause termination of this Agreement.
c. You agree that each partner, director, officer, employee or agent of yours who will participate or otherwise be involved in the offer or sale of the shares of the Fund or the performance by you of your duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which you offer and sell Shares of the Fund.
d. You agree that in performing the services under this Agreement, you at all times will comply with the Conduct Rules of the NASD, particularly Conduct Rule 2830, and any other regulations or guidelines issued by the NASD. Without limiting the generality of the foregoing, you agree to provide your Customers a written notice regarding the availability of the NASD Regulation Public Disclosure Program no less than once every calendar year pursuant to NASD Conduct Rule 2280. The notice shall contain (i) the Program hotline telephone number;
Qualification to Act. You represent that you are a member in good standing of the Financial Industry Regulatory Authority (“FINRA”). Your expulsion or suspension from FINRA will automatically terminate this Agreement on the effective date of such expulsion or suspension. You agree that you will not offer Shares to persons in any jurisdiction in which you may not lawfully make such offer due to the fact that you have not registered under, or are not exempt from, the applicable registration or licensing requirements of such jurisdiction. You agree that in performing the services under this Agreement, you at all times will comply with the Rules of Fair Practice of FINRA, including, without limitation, the provisions of Section 26 of such Rules. In the case of any Fund shares sold with a sales load, customers may be entitled to a reduction in sales load on purchases made from a Fund that utilize a letter of intent ("Letter of Intent") in accordance with such Fund's Prospectus. In such case, your dealer reallowance will be paid based upon the reduced sales load, but adjustment to a higher dealer reallowance will be made in accordance with the Prospectus of the applicable Fund to reflect a customer's actual purchases if he or she should fail to fulfill the Letter of Intent. The sales load and/or dealer reallowance may be changed at any time by the Distributor in its sole discretion upon written notice to you. Subject to and in accordance with the terms of the Prospectus of each Fund sold with a sales load, a reduced sales load may be applicable with respect to customer accounts through a right of accumulation under which customers are permitted to purchase shares of a Fund at the then current public offering price per share applicable to the total of (i) the dollar amount of shares then being purchased plus (ii) an amount equal to the then current net asset value or public offering price originally paid per share, whichever is higher, of the customer(s), combined holdings of the shares of such Fund and of any other open-end registered investment companies as may be permitted by the applicable Fund Prospectus. In such case, you agree to furnish to the transfer agent as such term is defined in the Prospectus of each Fund, sufficient information to permit our confirmation of qualification for a reduced sales load; acceptance of the purchase order is subject to such confirmation. With respect to Fund shares sold with a sales load, you agree to advise the transfer agent at the time of pur...
Qualification to Act. The Placement Agent represents and warrants to the Company that it is or will be qualified to act in each jurisdiction in which it will offer and sell the Shares.
Qualification to Act. The Agent agrees that it will not act as shareholder services agent for any persons to whom the Funds may not lawfully offer Shares.
Qualification to Act. You represent that you are a member in good standing of the National Association of Securities Dealers, Inc. You agree that you will not offer Flag Investors Shares to persons in any jurisdiction in which you may not lawfully ask such offer due to the fact that you have not registered under, or are not exempt from, the applicable registration or licensing requirements of such jurisdiction.
Qualification to Act. AIGES represents that it is a member in good standing of the NASD, and has been duly authorized by proper corporate action to enter into this Agreement and to perform its obligations hereunder, evidence of which corporate action shall be properly maintained and made part of its corporate records. AIGES' expulsion or suspension from the NASD will automatically terminate this Agreement on the effective date of such expulsion or suspension. AIGES agrees that it will not offer Shares to persons in any jurisdiction in which it may not lawfully make such offer due to the fact that it has not registered under, or is not exempt from, the applicable registration or licensing requirements of such jurisdiction. AIGES agrees that in performing the services under this Agreement, it will at all times will comply with the Conduct Rules of the NASD, including, without limitation, the provisions of Section 26 of such Rules and any other regulations or guidelines issued by the NASD. AIGES also agrees that it will forward orders to the Trust's transfer agent promptly upon their receipt and will not withhold any order so as to profit therefrom. AIGES shall require each Financial Institution that enters into a sub-distribution agreement relating to Shares and that is not a bank to make substantively similar representations as AIGES has made in this Section 6. AIGES shall require each Financial Institution that enters into a sub-distribution agreement relating to Shares and that is a bank, to make similar representations as AIGES has made in this Section 6 to the extent appropriate for banks. In determining the amount payable to AIGES hereunder, the Distributor reserves the right to exclude any sales which the Distributor reasonably determines are not made in accordance with the terms of the appropriate Prospectus and provisions of this Agreement.
Qualification to Act. Each party to this Agreement represents to the other party that it is either (a) a registered broker-dealer under the Securities Exchange Act of 1934, as amended (the "Exchange Act") or (b) a "bank" as defined in Section 3(a)(6) of the Exchange Act that is not required to register as a broker-dealer under the Exchange Act. Each party further represents to the other party that it has been duly authorized to enter into this Agreement and to perform its obligations hereunder. If the party is a registered broker-dealer, such party represents that it is qualified to act as a broker-dealer in the states where it transacts business, and it is a member in good standing of the National Association of Securities Dealers, Inc. ("NASD"). It agrees to maintain its broker/dealer registration and qualifications and its NASD membership in good standing throughout the term of this Agreement. . This Agreement will terminate automatically without notice in the event that either party's NASD membership is terminated or suspended. You agree to notify the Distributor in writing of any such action or event that shall cause termination of this Agreement. You agree that each partner, director, officer, employee or agent of yours who will participate or otherwise be involved in the offer or sale of the shares of the Fund or the performance by you of your duties and activities under this Agreement is either appropriately licensed or exempt from such licensing requirements by the appropriate regulatory agency of each state or other jurisdiction in which you offer and sell Shares of the Fund.
Qualification to Act. HTK represents that it is a member in good standing of National Association of Securities Dealers, Inc. (the "NASD"). Its expulsion or suspension from the NASD will automatically terminate this Agreement on the effective date of such expulsion or suspension. HTK agrees that it will not offer Shares to persons in any jurisdiction in which it may not lawfully make such offer due to the fact that it has not registered under, or are not exempt from, the applicable registration or licensing requirements of such jurisdiction. HTK agrees that in performing the services under this Agreement, it at all times, will comply with the Conduct Rules (formerly the Rules of Fair Practice) of the NASD, including, without limitation, the provisions of Rule 2830 (formerly Section 26) of such Rules. HTK agrees that it will not combine customer orders to reach breakpoints in commission for any purposes whatsoever unless authorized by the then current Prospectus in respect of a particular class of Shares or by the Distributor in writing. HTK also agrees that it will place orders immediately upon its receipt and will not withhold any order so as to profit therefrom. In determining the amount payable to HTK hereunder, the Distributor reserves the right to exclude any sales which it reasonably determines are not made in accordance with the terms of the relevant prospectus and provisions of the Agreement.
