Representations of the Distributor. The Distributor represents, warrants and covenants as follows:
12.1 It is a corporation duly organized and validly existing under the laws of Delaware with full power to conduct its affairs as currently conducted and contemplated hereunder. All necessary action has been taken to enable it to execute and deliver this Agreement and perform its obligations hereunder.
Representations of the Distributor. The Distributor hereby represents to the Company and the Separate Accounts as follows. The Company and the Separate Accounts acknowledge that the Distributor has not made any representation not expressly stated in this Article and are not relying upon any representation except as follows.
Representations of the Distributor. The Distributor represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
A. The various procedures and systems which Distributor has implemented with regard to safeguarding from loss or damage attributable to fire, theft, or any other cause the records and other data of a Fund Company’s and Distributor’s records, data, equipment facilities, and other property used in the performance of its obligations hereunder, are adequate and that Distributor will make such changes therein as are required for the secure performance of its obligations hereunder.
B. It will maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 1000 Xxx) with respect to Distributor’s services under this Agreement, will provide a certification to such effect upon reasonable request of a Fund Company, and will provide certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by a Fund Company.
Representations of the Distributor. (a) The Distributor represents and warrants that this Agreement has been duly authorized by Distributor and, when executed and delivered by Distributor, will constitute a legal, valid and binding obligation of Distributor, enforceable against Distributor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.
(b) The Distributor further represents and warrants that it is a member of FINRA and agrees to abide by all of the rules and regulations of FINRA, including, without limitation, its Conduct Rules. The Distributor agrees to comply with all applicable federal and state laws, rules and regulations. The Distributor agrees to notify Adviser immediately in the event of its expulsion or suspension by FINRA. Expulsion of the Distributor by FINRA will automatically terminate this Agreement immediately without notice. Suspension of the Distributor by FINRA will terminate this Agreement effective immediately upon written notice of termination to the Distributor from Adviser.
(c) The Distributor further represents that its anti-money laundering program (“AML Program”), at a minimum, (i) designates a compliance officer to administer and oversee the AML Program, (ii) provides ongoing employee training, (iii) includes an independent audit function to test the effectiveness of the AML Program, (iv) establishes internal policies, procedures, and controls that are tailored to its particular business, (v) includes a customer identification program consistent with the rules under section 326 of the USA PATRIOT Act, (vi) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (vii) provides for screening all new and existing customers against reports and suspicious activity reports, (vii) provides for screening all new and existing customers against the Office of Foreign Asset Control list and any other government list that is or becomes required under the USA PATRIOT Act, and (viii) allows for appropriate regulators to examine its anti-money laundering books and records. Notwithstanding the foregoing, the Trust acknowledges that the Authorized Participants (that is, a person authorized to purchase and redeem aggregations of a specified number of Shares of any Fund) are not “customers” for the purposes of 31 CFR 103.
(d) To th...
Representations of the Distributor. The Distributor represents, warrants and covenants as follows:
Representations of the Distributor. The Distributor agrees with the Fund that from and after the date hereof and until the termination of this Agreement:
(a) The Distributor shall offer Shares only in accordance with the terms and conditions set forth in this Agreement, the Prospectus and the Declaration of Trust of the Fund.
(b) The Distributor shall offer and sell Shares only in states or jurisdictions, and only to any prospective investor located in states or jurisdictions, where Shares have been registered or qualified for offer and sale under applicable state securities laws unless Shares are exempt from the registration or qualification requirements of such laws.
(c) The Distributor shall offer the Shares only to a person that it reasonably believes to be a “qualified client” within the meaning of Rule 205-3 under the Investment Advisers Act of 1940, as amended and an “accredited investor” within the meaning of Rule 501 under the 1933 Act, as amended.
(d) The Distributor shall comply with all laws and regulations, including all applicable federal and state laws and regulations relating to broker-dealer registration and/or licensure, applicable to its respective activities and investments, including those activities undertaken in connection with its performance under this Agreement.
(e) With respect to each prospective investor who determines to purchase Shares, the Distributor shall obtain copies of the subscription agreement (the “Subscription Agreement”) as completed and executed by the prospective investor either directly or from the selling agent. After obtaining such copies from a prospective investor or a selling agent, the Distributor shall deliver them to the Fund.
(f) The Distributor agrees to timely provide the Fund with information sufficient to permit the Fund file on a timely basis all reports required under the federal securities laws and applicable state laws.
Representations of the Distributor. The Distributor agrees with the Fund that from and after the date hereof and until the termination of this Agreement:
(a) The Distributor shall offer Shares only in accordance with the terms and conditions set forth in this Agreement, the Prospectus and the Agreement and Declaration of Trust of the Fund (the “Declaration of Trust”).
(b) The Distributor shall offer the Shares only to a person that it reasonably believes to be a “qualified client” within the meaning of Rule 205-3 under the Investment Advisers Act of 1940, as amended.
(c) The Distributor shall comply with all laws and regulations, including all applicable federal and state laws and regulations relating to broker-dealer registration and/or licensure, applicable to its respective activities and investments, including those activities undertaken in connection with its performance under this Agreement.
(d) The Distributor may provide copies of the Prospectus and the Declaration of Trust and the subscription agreement employed by the Fund (“Subscription Agreement”) to any prospective Investor. The Distributor agrees not to provide any other written communications regarding the Fund to any party, except as previously approved in writing by the Fund. If at any time the Fund determines to issue a supplement to the Prospectus, the Distributor shall distribute that supplement to each person who has previously received a copy of the Prospectus from the Distributor, and the Distributor farther agrees to include the supplement in all future deliveries of the Prospectus.
(e) After identifying any prospective Investor, the Distributor shall provide written notice, via electronic mail or otherwise, of that fact to the Fund or its delegate, before making a presentation to the prospective Investor. Within 5 business days after receiving such notice, the Fund, or its delegate, will respond to the Distributor in writing either authorizing the Distributor to or prohibiting the Distributor from making a presentation to the prospective Investor. In the event that the Fund or its delegate does not respond to the Distributor within 5 business days, the Distributor may presume that it is authorized to make a presentation to the prospective Investor. However, the Fund is not obligated to accept for investment in the Fund prospective Investors identified by the Distributor, and may reject such prospective Investors for any reason.
(f) The Distributor shall not make any representation, warranty or any other statement reg...
Representations of the Distributor. The Distributor represents, warrants and covenants as follows: *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the commission.
13.1 It is a corporation duly organized and validly existing under the laws of California with full power to conduct its affairs as currently conducted and contemplated hereunder. All necessary action has been taken to enable it to execute and deliver this Agreement and perform its obligations hereunder.
Representations of the Distributor. The Distributor represents and warrants: (i) that Distributor (1) is a member in good standing of the FINRA, (2) is registered as a broker-dealer with the SEC, and (3) will continue to remain in good standing and be so registered during the term of this Agreement; and (ii) that Distributor (1) is a corporation duly organized under the laws of the Commonwealth of Pennsylvania, (2) is in good standing in that jurisdiction, (3) is in material compliance with all applicable federal, state, and securities laws, (4) is duly registered and authorized in every jurisdiction where such license or registration is required, and will maintain such registration or authorization in effect at all times during the term of this Agreement, and (5) has full authority to enter into this Agreement and carry out its obligations pursuant to the terms of this Agreement.
Representations of the Distributor. The Distributor represents, warrants and covenants as follows:
13.1 It is a corporation duly organized and validly existing under the laws of England with full power to conduct its affairs as currently conducted and contemplated hereunder. All necessary action has been taken to enable it to execute and deliver this Agreement and perform its obligations hereunder.
