SELECTED DEALERS. You may enter into selected dealer agreements, on such terms and conditions as you determine are not inconsistent with this Agreement, with broker-dealers to act as your agent to effect the sale of the Shares. Such selected broker-dealers shall sell Shares only at market prices subject to a minimum price to be established each day by you and the Fund (see paragraph 3 below). This Agreement shall not be construed as authorizing any dealer or other person to accept orders for sale on our behalf or to otherwise act as our agent for any purpose. You shall not be responsible for the acts of other dealers or agents except as and to the extent that they shall be acting for you or under your direction or authority.
SELECTED DEALERS. Broker-dealers who are members of the National Association of Securities Dealers, Inc. and who have executed an agreement with the Sales Agent in which the Selected Dealers agree to participate with the Sales Agent in the Offering.
SELECTED DEALERS. Selected Dealer also authorizes the Dealer Manager to exercise, in the Dealer Manager’s discretion, all the authority or discretion now or hereafter vested in the Dealer Manager by the provisions of the Dealer Manager Agreement and to take all such actions as the Dealer Manager may believe desirable in order to carry out the provisions of the Dealer Manager Agreement and of this Agreement.
SELECTED DEALERS. The Shares offered and sold through the Dealer Manager under this Agreement shall be offered and sold only by the Dealer Manager and other securities dealers the Dealer Manager may retain (collectively the “Selected Dealers”); provided, however, that:
(i) the Dealer Manager reasonably believes that all Selected Dealers are registered with the Commission, members of FINRA and are duly licensed or registered by the regulatory authorities in the jurisdictions in which they will offer and sell Shares; and
(ii) all such engagements are evidenced by written agreements, the terms and conditions of which substantially conform to the form of Selected Dealer Agreement substantially in the form of Exhibit A hereto (the “Selected Dealer Agreement”).
SELECTED DEALERS. You may enter into selected dealer agreements, on such terms and conditions as you determine are not inconsistent with this Agreement, with broker-dealers for the sale of the Shares. Such selected broker-dealers shall sell Shares only at the public offering price as set forth in the Trust’s then-current Prospectus under the Registration Statement. This Agreement shall not be construed as authorizing any dealer or other person to accept orders for sale on our behalf or to otherwise act as our agent for any purpose. You shall not be responsible for the acts of other dealers or agents except as and to the extent that they shall be acting for you or under your direction or authority.
SELECTED DEALERS. The Placement Agent may offer and sell the Units for the account of the Company through registered broker-dealers selected by it ("Selected Dealers") and pursuant to a form of Selected Dealer Agreement between the Placement Agent and the Selected Dealers, pursuant to which the Placement Agent may allow such concession (out of its commissions) as it may determine. Such Agreement shall provide that the Selected Dealers are acting as agents of the Company. On such sale or allotment by the Placement Agent of any of the Units to Selected Dealers, the Placement Agent shall require the Selected Dealer selling any such Units to agree to offer and sell the same on the terms and conditions of offering set forth in the Memorandum and in this Agreement.
SELECTED DEALERS. The Shares offered and sold under this Agreement, other than sales made by the Company directly to its officers and directors, shall be offered and sold only by you as Sales Agent and by a selling group of brokers or dealers (the "Selected Dealers"), all of whom must be members in good standing of the National Association of Securities Dealers, Inc. (the "NASD"), who execute Selected Dealer Agreements with you substantially in the form attached hereto as Exhibit A, all of whom are acceptable to the Company and you (which acceptance shall not be unreasonably withheld by you). You will assist the Company in forming the selling group of Selected Dealers. No firm shall be invited to join the selling group of Selected Dealers if it is (i) currently subject to any suspension or expulsion pursuant to the rules and regulations of the Commission, the state securities commissions of any of the fifty states, the New York Stock Exchange, Inc. or the American Stock Exchange, Inc. as those rules and regulations relate to broker-dealers, or the rules and regulations of the NASD or (ii) a "discount broker" as that term is commonly understood in the brokerage industry. The Company and the Advisor or an affiliate thereof agree to participate in your marketing efforts to the extent that you may reasonably request and, without limiting the generality of the foregoing, agree to visit the offices of Selected Dealers as you may reasonably designate.
SELECTED DEALERS. (a) In selling the securities being offered the Underwriter shall offer them solely as agent for the Company and such offer shall be made upon the terms and subject to the conditions set forth in the Registration Statement and Prospectus. The Underwriter shall commence making such offer as agent for the Company as soon after the Effective Date as it may deem advisable.
(b) The Underwriter may offer and sell the securities being offered for the Company's account to Selected Dealers pursuant to a form of Selling Agreement pursuant to which the Underwriter may allow such concession (out of its underwriting commission) as it may determine, within the limits set forth in the Registration Statement and Prospectus. All purchases by selected dealers, shall be as agents for the accounts of their customers, and the Underwriter shall have no authority to employ any such dealers as agents for the Company.
(c) On each sale by the Underwriter of any of the securities being offered to selected dealers, the Underwriter shall require any selected dealer purchasing any such securities being offered to agree to re-offer the same on the terms and conditions of offering set forth in the Prospectus and to comply with all Commission requirements that the Underwriter is required to comply with.
(d) The Selected Dealer shall comply in all respects with the requirements of Rule 15c2-4 of the rules and regulations made by the Commission under the Securities Exchange Act of 1934, as amended. The Selected Dealer shall deposit by 12 noon of the next business day subsequent to the receipt of funds all funds received from the sale of the offered Units, which funds shall be made payable to the escrow agent, in an escrow account, to be maintained at a bank as escrow agent for the benefit of the Subscribers, and the same shall be held in such bank account until the Closing Date, and upon such Closing Date the said funds, shall be promptly transmitted to the Company, who shall at said time provide such documents, certificates, receipts and any and all other papers or instruments as counsel may reasonably deem necessary or appropriate under the circumstances.
SELECTED DEALERS. The Underwriters may retain other brokers or dealers (each a “Selected Dealer”) who are members in good standing of FINRA and duly registered as broker-dealers under the Exchange Act and under the laws of any states in which the offering is conducted (except where such registration is not required by law) to assist them and to act as subagents on their behalf in connection with this offering, and may enter into agreements with such Selected Dealers for the offer and sale of the Securities adopting such provisions of this Agreement for the benefit of the Selected Dealers as the Underwriters deem appropriate; provided, however, that the Company will be obligated to pay only the Underwriters, in accordance with the terms of this Agreement, for their services rendered hereunder and shall be under no obligation to make any payment of any kind to any such Selected Dealer.
SELECTED DEALERS. In connection with the offering of shares to the separate accounts of life insurance companies, or to the extent that the offer of variable life insurance policies and variable annuity contracts the premiums for which are allocated to such separate accounts which invest in Class B Shares may be deemed to include an offer of Class B Shares, you may enter into agreements with other broker-dealers registered under the Securities Exchange Act of 1934, as amended, provided that any such agreement shall be subject to the approval of the Trustees of the Fund.
